Principles of Corporate Governance
The Board of Directors has committed to developing a sustainable growth, The Transparency organization and good governance as well, responsible and protect the interests of stakeholders and society as a whole. It has provided "Corporate Governance Policy" to promote the good governance of the company. Focus on conducting business with transparency, ethics and honesty based "Business Ethics” and “Code of Conduct”. To serve as a best practice for Directors, Management and Employees of the Company and its affiliates, and stakeholder groups equally and fairly. Treatment focuses on creating business value in the long term to achieve sustainable growth.
Principles comprise the followings:
SECTION 1: The Rights of Shareholders
The Company realizes and accords due importance on the shareholders’ basic rights by facilitating all shareholders, whether as investors, shareholders and owners of the Company, to be entitled to all basic rights, meeting widely accepted and reliable standards, which include the right to freely trade or transfer their own shares, the right to receive dividends from the Company in various forms, the right to receive adequate information, the right to attend shareholders’ meetings, the right to propose in advance the meeting agenda, the right to nominate a person to be a director, the right to express opinions in meetings independently, and the right to make decisions on important affairs of the Company, e.g., the distribution of dividends, the election or removal of directors, the appointment of auditors, the approval of significant transactions influencing the Company’s direction, the amendment of Memorandum of Association and Articles of Association of the Company, etc. Each shareholder has the right to vote at meetings according to the number of shares owned whereby one share is entitled to one vote, and no particular share allows privilege over the rights of other shareholders.
- The Company has scheduled the Annual General Meeting of Shareholders to be held once a year within four months after the end of the Company’s accounting year. In urgent cases when important decision has to be made which affect or is related to the benefits of the shareholders or related to any conditions, regulations or laws where approval from the shareholders is required, the Company will call for an Extraordinary Meeting of Shareholders case by case and will arrange an appropriate place of meeting and best facilitate the shareholders.
- The Company encourages The Chairman of the Board, Chairman of the Sub-Committee and CEO participate in the Shareholders’ Meeting to report the Company’s operating results and express their opinions in each agenda.
- The Company uses a barcode system for registration and vote counting procedures to ensure accuracy and fast process. This barcode system is arranged and operated by Thailand Securities Depository Co., Ltd., a registrar of the Company and/or other agencies in the future (if any).
- The Company sends all shareholders a notice of the Meeting with supporting information in each meeting agenda including the information related to the decisions to be made in the Meeting, the shareholders’ right to attend the Meeting, the right to vote and other rules related to the Meeting not less than 14 days prior to the date of the Meeting which is more than the requirement of the Articles of Association and in accordance with the requirement of the Office of the Securities and Exchange Commission. Such information in the notice of the Meeting and supporting documents will be published in newspaper for 3 consecutive days prior to the Meeting in order to call for the Meeting in advance. Directors’ opinion is included in each agenda item to give adequate time for the shareholders to study the information in advance.
- Any shareholder who is unable to attend a Meeting is entitled to appoint a representative, e.g., the independent director proposed by the Company or other person, to act as proxy, using the proxy form of the Company which is in compliance with the specifications defined by the Ministry of Commerce. The proxy forms can also be downloaded from the Company’s website.
- The Company provides minority shareholders the right to propose to the Nomination and Remuneration Committee the persons according to the Company’s criteria for the nomination of directors in advance 90 days prior to the Shareholders’ Meeting. Supporting information of the nominated person, including the qualification information and such nominated person’s consent must be submitted via the Company’s website at http://www.pdgth.com. Should the proposed issue be included on the Meeting agenda, the Company shall specify in the notice of the Meeting that the agenda item was proposed by a shareholder. However, in case the proposed agenda item is rejected, the Company shall inform shareholders of the reasons at the Annual General Meeting of Shareholders.
- The Company provides an opportunity for minority shareholders to suggest issues to be included in the agenda of the Shareholders’ Meeting in advance 90days by submitting the matter via provided channel either/or the Company’s website at http://www.pdgth.com.
- No agenda items not being informed in advance will be considered in the Meeting other than those appeared in the invitation letter, especially the important agenda items on which the shareholders require a study prior to make a decision.
- One-third of the directors must retire from office on a rotational basis in each Annual General Meeting of Shareholders, and the election of directors to replace the retired directors takes place during the Meeting. In the agenda item of the election of directors, shareholders will be informed that, according to the Company’s Articles of Association, if the number of nominated persons does not exceed the number of directors required for that election, the Meeting shall elect them on an entire group basis. However, if the number of candidates exceeds the number of directors required, each candidate is then elected individually.
- At the Meetings, shareholders are equally allowed to express their opinions and give suggestions before casting votes in any agenda. Directors and management will answer to the shareholders’ inquires. The inquiries and suggestions will be recorded in the minutes of the Meetings for inspection purpose.
- The agenda of the Annual General Meeting of Shareholders was considered chronologically as it appeared in the invitation letter submitted to shareholders prior to the Meeting, without any changes in order or request for the Meeting to consider any agenda item other than those specified in the invitation letter.
- The Company arranged to have the Meeting recorded from the beginning to the end and to have the minutes of the Meeting prepared accurately and completely. The video and minutes are published in the Company’s website at http://www.pdgth.com within 14 days after the Meeting date.
- The Company recognizes the importance of information disclosure with correctness, completeness and in a timely manner so that investors, related parties and general interested persons will be aware of the information through the SET’s communication channel and the Company’s website at http://www.pdgth.com. In addition, the shareholders may contact the Investor Relations Department for any inquiries or concerns at Tel. no. 02-7910111 or via e-mail at email@example.com
- The Company also takes the suggestions and opinions obtained from the shareholders’ evaluation on the Meeting arrangement from the enquiry form into consideration and seeks revision/adjustment measures to continuously improve the Meeting arrangements.
SECTION 2: The Equitable Treatment of Shareholders
The Company provides equitable treatment and creates equality to every individual shareholder, major or minor, as well as institutional or foreign investors. Although each shareholder holds different number of shares and voting rights, they do not have different basic rights as shareholders. The Company equally treats shareholders, regardless of their gender, age, race, nationality, religion, social status, disability and opinion. In case of non-attendance at meetings, shareholders will have the right to assign a proxy to attend the meetings on their behalves. The Board of Directors supervises on various matters to ensure to the shareholders of actual equitable treatment, especially to minority shareholders.
Assigning Independent Directors to Take Care of Minor Shareholders
Minority shareholders can contact the independent directors directly to give suggestions, express opinions or file complaints, via e-mail at firstname.lastname@example.org. The independent directors are responsible for handling each matter appropriately. For example, in case of a complaint, the independent directors will investigate and seek a proper solution. On the other hand, if there is a suggestion that is considered to affect the stakeholders or the business, the independent director will report it to the Board of Directors’ meeting for consideration and include it in the agenda of the Shareholders’ Meeting.
Facilitating Shareholders in the Meeting
The Company facilitates all shareholders in the Shareholders’ Meeting by arranging to have receptionists to adequately facilitate the shareholders, arranging/selecting the Meeting place equipped with convenient facilities including public transports/sky trains; and providing additional seats, communication equipment for the Meeting and staff who gives suggestion about a form filling, makes photocopies and verifies/checks registration documents and stamp duties. The registration is available 2(two) hours in advance until the time prior to the consideration of the last agenda item. Barcode system is used in the registration and vote counting procedures for acceleration and convenience purposes. Snacks are also provided for shareholders.
SECTION 3: The Role of Stakeholders in Corporate Governance
The Company conducts business with the highest awareness of its responsibility to ensure sustainable and mutual benefits to all related parties. The Board of Directors oversees our management system to ensure that the Company acknowledges the rights of stakeholders, both as stated by law and as clearly written in the Code of Conduct. The Company guarantees that those rights are protected and the shareholders, employees, customers and business partners are treated equally as follows:
- Shareholders: Besides the basic rights and the rights stipulated by law and the Company’s Articles of Association; such as the right to request a verification of the number of shares; the right to receive share certificates; the right to attend the shareholders’ meetings; the right to vote at the meetings; the right to freely express opinions at the shareholders’ meetings; and the right to receive a fair return; the Company also gives shareholders the right, as the owners of the Company, to make suggestions and comments on the Company’s affairs to the independent directors. Each comment and suggestion will be collected and presented to the Board of Directors for consideration.
- Employees: The Company truly believes that its employees are the most valuable assets and aims to continuously support the development on all employees’ capability and the confidence for the life quality of the employees to be equal to the leading companies; and to ensure that every employee performs their work with happiness and is proud of and has a relation with the organization. During the previous year, The Company organized activities to promote a collaborative working environment to drive innovation and enhance the competence of employees, to be ready to work and cope with situations which may affect the Company in all aspects. Furthermore, the Company focused on promoting employees’ health and safety, good working conditions, and competitive remuneration.
- Customers: The Company puts great importance on providing customers with maximum benefits in terms of the quality and price of its products and services. Likewise, the Company is determined to develop and maintain sustainable relationships with customers and create satisfaction and relation to the customers. It has set up a support office to provide product information, solve problems and receive complaints in order to ensure customers’ total satisfaction with the products and services on an international standard basis.
- Suppliers: The Company operates its business within a competitive context in good faith by strictly upholding its promises given to the customers. In this regard, the Company fairly adheres to the contracts entered into with customers and builds good reliability, relationship and cooperation to improve capability and efficiency of the cooperation on a sustainable basis. The Company has a policy on timely delivery of the products with right quality.
- Competitors: The Company operates its business within a competitive context in good faith by being fair and strictly following the law and the Code of Business Conduct. During the previously, there was no dispute with competitors.
- Creditors: The Company strictly complies with the terms, conditions and obligations under the commitments with its creditors such as business and financial institutional creditors. The Company, moreover, participates in various creditors’ activities/projects in order to keep good relations with creditors.
- Society and Community: The Company conducts business with fairness to all related parties and with adherence to its goal. The Company supports activities that promote quality of life and create happiness for communities, society and environment, whether in its operating areas or community and vicinity. The Company organizes various activities for the benefit of society, including providing of relief at flood situation and at times of disaster.
Furthermore, the Company encourages its employees and related parties to take part in activities that benefit communities and societies in achieving sustainable growth. Even amid the economic downturn, The Company continues to devote its creativity, knowledge, and capabilities to enhance the efficiency of these community and social projects in order to maximize benefits for communities and societies.
- Environment: The Company sets guidelines for sustainable development in respect of environmental management under the concept of ‘The 3Rs,’ (Reduce, Reuse/Recycle, Replenish). This concept is applied to operations in all of organizational business units. The guidelines include a reuse of used paper for unofficial and temporary work and wastewater treatment in RO system by safe and non-environmental impact filtering procedures to produce water for use. In addition, the Company encourages its employees and related parties to participate in protecting the environment.
The development of corporate social responsibility of The Company can be found under the Investor Relations Topic at http://www.pdgth.com/
SECTION 4: Disclosure and Transparency
The Company’s Board of Directors recognizes the importance of information disclosure with correctness, completeness and transparency. The information includes financial and non-financial information as well as other important information having an effect on the Company’s securities’ prices because it greatly affects decision-making by investors and stakeholders. It is necessary, therefore, to administer and define measures concerning the disclosure of information, both financial and non-financial to be accurate and in accordance with the law under an equal basis pursuant to the disclosure requirement of the Office of Securities and Exchange Commission and the Stock Exchange of Thailand. Information disclosed via the SET Community Portal of the SET and the Company’s website shall be complete, sufficient, reliable and up-to-date, written in both Thai and English. The Company is committed to obeying the law, and the regulations and obligations mandated by the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand and/or other relevant government bodies. Regular amendment takes place to ensure that The Company is up-to-date in its adherence to laws, regulations and obligations, and to guarantee the Company’s transparency, correctness and straight-forwarding in conducting business to the shareholders. For example, we:
- Disclose accurate, complete and timely financial information and non-financial information.
- Prepare a report on the Board’s responsibility for financial statements and present it along with the Audit Committee’s report in the Annual Report.
- Establish a policy that requires the Company’s directors and executives to report their own interests, and those of any related persons, which are vested interests relating to the management of the Company or its subsidiaries, to the Company via the corporate secretary who will gather and store the documents and submit them to the Chairman and the Board for acknowledgement.
- Announce a policy requiring all directors, at each time, to disclose and/or report their securities trading/holdings of the Company to Board of Directors’ meeting.
- Disclose procedures about Board member selection and the Board’s performance assessment.
- Disclose the performance and attendance record of each member of the Board of Directors, Board Committees and Sub-Committees.
- Disclose detailed information on the operation and investment structure of subsidiaries and/or associate companies.
- Disclose information on the remuneration each director receives as a member of the Board of Directors, Board Committees and Sub-Committees.
- Disclose the policy on the remuneration of directors and top executives, including forms, types and amount of remuneration each director receives as a member of the Board of Directors, Board Committees and Sub-Committees.
- Report on corporate governance policies and related performance.
- Reveal significant investment projects and relevant impacts of the projects via the SET Community Portal of the SET and the Company’s website.
The Investor Relations Department of The Company is responsible for communications with related institutional investors, shareholders, analysts and/or relevant governmental bodies on an equal and fair basis. Should the shareholders require additional information, they can contact the Investor Relations Department directly via email@example.com. The Company arranges activities for the executives to meet retail investors, institutional investors and analysts on a regular basis, where the operating results, financial statements and position, management discussion and analysis, and industry trends are presented.
SECTION 5: The Board of Directors’ Responsibilities, Structure, and Committees
The Structure of the Board of Directors
The Company’s Board of Directors comprises knowledgeable, competent and experienced persons who can be attributable to the benefits of the Company and are responsible for drawing up corporate policy and collaborating with the top executives in making operating plans, both short-term and long-term, including financial policy, risk management policy, and organizational overview. The Board plays an important role in overseeing, monitoring and assessing the performance of the Company and top executives to be in compliance with the designated plans on an independent basis.
The Company’s Board of Directors shall be elected by the Shareholders’ Meeting, and shall consider of not less than fine (5) and not less than half (1/2) of the total number of directors. All directors shall have residence in the Kingdom of Thailand. At present Board’s structure is currently eleven (11) persons, comprising three non-executive directors and five executive directors and three independent directors, There are three independent directors qualified under the notification of Capital Market Supervisory Board serving to balance the resolution voting in various agenda items. The Board of Directors also appointed sub-committees to assist in the business supervision.
The Board has further established sub-committees, namely, the Executive Committee, Audit Committee, Nomination and Remuneration Committee and Sub-Committee on Risk Management to be responsible for their specific areas and report directly to the Board for its consideration or reference. In this regard, The Company put in place its Committee Charter specifying rights and duties related Delegation of Authority, which is published on the Company’s website. Moreover, an evaluation of the sub-committees’ performance and review of their operational results are conducted at least once a year. The Board of Directors is entitled to form other sub-committees to handle any specific situations as seen appropriate with various situations.
The Board of Directors had once arranged a meeting among directors without the presence of executive directors in order to discuss general issues with regards to management and administration of the business, as well as consultations of various matters related to corporate governance or improvement of various aspects with covering the evaluation of the CEO’s performance annually at least 1 time per year. Results of discussion and any actions taken shall be reported to the Chief Executive Officer and the Board of Directors’ meeting in due occasion
In addition, for the months in which the Board of Directors meeting is not held, all directors are continuously informed of the operating results. The Company Secretary will submit to the directors the summary of operating results, together with significant developments of the Company, in order to keep them informed.
The corporate secretary is acting as a secretary of the Board of Directors who is responsible for the arrangements and activities related to Board of Directors’ meetings and Shareholders’ Meetings, including supporting works for the Board’s affairs related to legal requirements and relevant rules.
The Audit Committee
The Audit Committee comprises three independent directors, must qualified as independent director’s definition of the Company in accordance with the requirements of the Securities and Exchange Commission and The Stock Exchange of Thailand and/or the Capital Market Commission, all of whom are at least one director graduated in accounting, well accepted and have a full understanding of, and experience in accounting or finance, who are also the members of the Audit Committee have extensive knowledge and experience to be responsible for reviewing the reliability of the financial statements. The Audit Committee members’ duties include a review to ensure that operations have been carried out in accordance with the Company’s policy and Articles of Association as well as the laws, rules and regulations of compliance-related agencies. Moreover, the Committee is committed to promoting the advancement of the financial and accounting report system to meet international standards and to ensure that the Company has a well-conceived, appropriate, modern and efficient internal control system, internal audit system and risk management system.
The Audit Committee acts and expresses opinions independently, with the Audit Office acting as an operation unit reporting directly to the Audit Committee. The Audit Committee also works regularly with auditors, consultants and specialists in the areas of law and accounting. The Audit Committee must set up meetings with the auditors, which exclude the management, at least once a year in order to hear their comments. In addition, the Committee may seek external independent consultants (on a case by case basis), at the Company’s expense.
The Nomination and Remuneration Committee
The Nomination and Compensation Committee is comprised of 3 directors and at least 2 independent directors. The Chairman of the Committee must be an independent director in order to; The Committee is responsible for studying, considering, proposing, revising and seeking persons qualified to become directors to replace those who are retired by rotation, or as the case may be. In addition, the Committee reviews the performance evaluation system of the Board of Directors and other committees, as well as the succession plan for the position of the CEO/Managing Director. The Committee is responsible for monitoring and studying changes and trends in the remuneration of the Board of Directors and top executives to suggest remuneration policies that can motivate these executives to lead the Company toward success as well as to retain smart and ethical employees within the organization.
The Risk Management Committee
The Risk Management Committee is comprised of non-executive directors, directors, executives or experts from the outside or relevant bodies of not more than 5 individuals and appointed by The Chairman of the Risk Management Committee, The Chairman of the Risk Management Committee shall be appointed by the Board of Director; to be responsible for establishing the risk management policy, the strategy, the structure of the Risk Management Committee and the resources for the Company’s risk management to be in compliance with the Company’s risk management policy and business strategy and direction. The Sub-Committee also supervises and monitors strategic policy and practice to ensure the appropriate and efficient implementation of the risk management strategy and procedure which are to cover all risks. The Committee also reviewing the adequacy of risk management policies and systems; that efficiency of the system including monitoring of compliance with the designated policy.
The Risk Management Committee has a duty to report the activities of the Sub-Committee to the Board of Directors, the Executive Committee and the Audit Committee at least once by quarterly basis and is responsible for any other duties assigned by the Board of Directors. The result of the performance evaluation shall be used for purpose of work improvement to achieve the designated goal.
Limitation of the Number of Listed Companies in Which a Director May Hold Directorship
The Board of Directors is attentive to the director’s performance of duties and responsibilities in order to ensure that their time is fully dedicated to the execution of corporate governance. Thus, directorship policies have been adjusted as below:
- Assumption of Director Position in Other Listed Companies of the Company’s Directors
The Board of Directors has reviewed the policy regarding the assumption of the director position in other listed companies in order to enhance effectiveness in performance as the Company’s directors, and thus prescribed “policies” in regulating that directors shall not assume the position in more than 5 other listed companies and not more than 5 not listed companies for each director.
- Assumption of Director Position in Subsidiaries or Affiliates of High-Level Executives
The Board of Directors has prescribed the policy on the assumption of the director position in subsidiaries or affiliates of high-level executives/Chief Executive Officer, conditional upon the Board of Directors’ approval, unless it is the case where the individual has been delegated by the Board of Directors to assume the director position in the Company’s subsidiaries or affiliates according to shareholding proportions or as assigned by the Board of Directors.
Separation of the Roles of the Board of Directors and the Management
The Company defines Management Structure and clear roles and responsibilities regarding the Board of Directors and the management. The Board shall be responsible for establishing the policies and overseeing the top executives’ implementation of those policies. The top executives, on the other hand, shall be responsible for managing the operations and implement policies ensure to achieve the goals planned. Therefore, the Chairman and the Chief Executive Officer or the Managing Director of the Company shall not be the same person, and each must be nominated and elected by the Board in order to ensure their appropriateness. Furthermore, the Nomination and Remuneration Committee is responsible for establishing a succession plan covering the top executives and proposing it to the Board of Directors for consideration and approval, which is subject to annual review.
The Chairman shall not be an executive director and shall not participate in the management of The Company’s business; nor shall the Chairman be authorized to sign to bind the Company. This is to clearly define separate roles between supervision of the Company’s overall policy, and management of the business.
The Company has established a nomination process and selection of directors and senior management by The Nomination and Compensation Committee, requirements and criteria for the nomination of directors and senior management positions in leading organizations. To consider and proposed to appointment from the Board according to the recruitment process in accordance with the rules and procedures for nominating directors and executive officers of the Company.
In addition, the Board has oversight the operations of its subsidiaries or associates as a company and a controlling entity in proportion to their shareholding, assigns the top executives of Phol Dhanya Public Company Limited to supervise the operation of its subsidiary, take care the beneficially of the company in accordance with the Company’s policy; and consistently report the performance thereof directly to the Company’s Board of Directors for acknowledgement.
Board of Directors’ Meetings
The Company’s policy, The Board of Directors’ schedule meetings plan in advance for the whole year are normally scheduled ahead of time in order to allow directors to properly manage their time or at least once in three months and it is encouraged that directors’ attendance record shall not be less than 75% of the total meeting, in order the quorum is met only when the number of directors attending the Board of Directors’ meeting is not less than two-thirds of the total number of directors. The Chairman or his designated person will call for a meeting. In a necessary case, two or more directors may request the Chairman to call for the Board of Directors’ meeting, except where the important matters or issues must be considered on an urgent basis or in accordance with the rules and laws. The purpose of the meeting to acknowledge the implementation and monitoring of the strategy to achieve practical results and to mutually make decisions regarding the Company’s business operation. Agenda items are set forth clearly prior to each meeting. In addition, the Board may organize special meetings to consider and decide urgent matters.
At the meetings, prior to each meeting, The Chairman of the person designated to send notice of the meeting agenda and supporting documents to the committee as well in advance at least 7 days before meeting date to allow adequate time for studying the information. The Chairman and the CEO/Chairman of the Executive Committee and/or Managing Director jointly determine the agenda items and matters to be considered in the Board of Directors’ meeting. Every individual member of the Board is entitled to propose the matters to be included in agenda items in advance. In addition, the meeting has provided agenda review and approve the Vision and Mission or Strategy of the company in the coming years and/or the strategic review of the company in accordance with the circumstances have changed.
The Chairman of the Board, who is also the Chairman of the meeting, is responsible for leading and controlling the meeting to run smoothly and encouraging all directors to independently express their opinions and make decisions without being influenced with no proper reasons, and allocating plenty of time for discussions of key matters. In this regard, high-level executives or relevant parties, such as directors or executives of the subsidiaries, might be invited along to provide explanations or information supporting decision making on specific issues (if any). The Chairman of the meeting shall make final decision and derive conclusion of the meeting. In case of agendas in which the directors might have any stakes or conflicts of interest, they are prohibited from participating in decision making and must leave the meeting room, to be in accordance with the corporate governance direction and other directors’ independence in decision making, all members of the Board are allowed to express their opinions independently. At the time of voting, resolutions are passed with a majority vote, whereby one director is eligible for one vote. A director with a vested interest in the issue under consideration shall be excused and/or abstain from voting. In case of a tied vote, the chairman of the meeting will cast another vote to reach a resolution.
After the Meeting, the secretary of the meeting and/or company secretary is responsible for preparing the minutes of the Meeting. The minutes must then be verified as the first agenda item of the following meeting of the Board, which is duly signed by the Chairman. Directors may make comments, corrections or additions to ensure maximum accuracy and completeness. After approval, minutes of the meeting are stored systematically as Company’s confidential information in the Company Secretary Office/Secretary Office together with all related documents, which are backed up electronically to facilitate data searches.
The Secretary to the Board of Directors and the Corporate Secretary
The Board appointed the qualified person as the corporate secretary responsible for providing advice to the Board regarding the regulations governing the responsibility and performance of duties in compliance with the law; and the performance of duties to benefit the Company. The duties also include supervising on the Board’s activities, coordinating to ensure compliance with the Board’s resolutions and organizing the meetings of the Board, committees and shareholders. Pursuant to the legal requirements, the corporate secretary is also in charge of preparing corporate documents such as the director register, the invitation to the meetings, the minutes of the Board’s meetings, the minutes of shareholders’ meetings, and the Annual Report. The company secretary so appointed by the Board is deemed by the Board to be appropriate because she is knowledgeable in managing corporate secretarial work, having served under the Secretary Office, which supports the corporate secretarial work involving compliance with laws, rules, regulations and the Corporate Governance Policy.
Remuneration of Directors and Top Executives
The Board of Directors has established a clear and transparent remuneration policy and the Nomination and Remuneration Committee will consider and determine the remuneration policy for directors and top executives, comprising the CEO, Managing Director and heads of the management and will propose the criteria and appropriate amount of remunerations to the Board of Directors for approval. The remuneration of directors shall be proposed to the Shareholders’ Meeting for Approval.
- Policy and Criteria of the Remuneration of the Board of Directors
The Board of Directors determined the directors’ remuneration in two forms, i.e., 1. Meeting allowance payable per meeting attendance and 2.Annual director bonus which is considered based on the dividend payment and company’s operating results and the mission, responsibility and performance of the Board of Directors that create benefits to the Company and the comparison with other companies under the same industry. The bonus should be high enough to retain qualified and satisfied directors. The director who is assigned additional duties and responsibilities will be appropriately remunerated for such additional duties and responsibilities. The remuneration will be proposed to the Shareholders’ Meeting for approval each year.
The policy limits the total directors’ remuneration, comprising the bonus and meeting allowance to not more than budgeting approved from the Annual General Meeting. The remuneration will be considered to be allocated to all directors according to all obligations and their responsibilities appropriate. The policy is effective from the date on which the Shareholders’ Meeting approves the policy until the Shareholders’ Meeting has adopted a resolution to change such policy.
- Policy and Criteria of the Remuneration of Top Executives
The Nomination and Remuneration Committee will consider and review the remuneration of the CEO/Managing Director and heads of the management and propose it to the Board of Directors for approval. Such remuneration is determined appropriately in accordance with the Company’s remuneration structure and is based on the comparison with the market, including 1) Survey information of the remunerations obtained from reliable institutes, organizations and agencies and 2) Three-year historical domestic GDP growth rate, inflation rate and net profit, including consideration on the performance under the goals and designated duties and responsibilities.
Performance Appraisal and Knowledge Enhancement
Performance Appraisal of the Board
The Company makes available the performance evaluation form of the Board. The directors are required to appraise the Board’s performance as a whole and to conduct a self-assessment. The assessment results are reviewed in order to find ways to continue to improve the Board’s performance.
The Company prepared and distributed to all directors a handbook for directors, which includes the summary of laws, rules and regulations related to the directors as well as practices to keep directors informed of roles, duties, principles and practices for a director.
For new directors, the Company established a Director Orientation Program to facilitate their prompt performance of duties. The Company has commissioned the corporate secretary to coordinate the work in three areas:
- To compile the necessary information for directors to ensure their compliance with laws related to the directors.
- To provide important information essential for the directors’ performance of duty such as the business structure, the business nature, the business operation direction, the Articles of Association, the Company’s director handbook, the summary of operating results for previous years and the Annual Report etc. for use as quick reference.
- To arrange for a meeting with the Chairman and directors and the top executives or heads of each function to stay informed and make queries about the Company’s business in depth.
To support the Board’s responsibilities, the Company has assigned the corporate secretary to work in coordination with the Board and the top executives. In addition, the Company Secretary Office and the Investor Relations Department under the Secretary Office are responsible for overseeing the legal matters, relevant regulations and activities of the Board to ensure implementation of the Board’s resolutions.
Development of Directors and Corporate Secretary’s Knowledge
The Company supports directors, top executives and corporate secretary to participate in the seminars providing the useful programs that are beneficial to the performance of their duties such as the programs organized by the Thai Institutes of Directors (IOD), the Stock Exchange of Thailand, the Office of the Securities and Exchange Commission or other independent organizations. It is required that the directors of a listed company passes at least one program among Directors Certification Program (DCP), Directors Accreditation Program (DAP) and Audit Committee Program (ACP) and other continuous development programs.
The directors, executives and corporate secretary are encouraged to apply the knowledge and experience from the seminars to develop the organization and meet and exchange their opinions with directors and top executives of other organizations on a regular basis.
Nomination of Board Members
The Nomination and Remuneration Committee is responsible for selecting qualified candidates to replace the directors who are retiring on rotation at the end of their terms, or whatever the case may be, and proposing a list of nominees to the Board for resolution at the Shareholders’ Meeting. The Nomination and Remuneration Committee selects the candidates with credentials in a wide range of professions, excellent leadership, breadth of vision, good ethics and integrity, a proven record of clean working experience, and who are able to share their opinions independently. Furthermore, the Nomination and Remuneration Committee shall consider taking into key element, as regards:
1) The personal qualities of the candidates proposed for selection as Board members are:
- Integrity and accountability
- Informed judgment
- Maturity and stability, being a good listener, and the ability to express individual, independent opinion
- Commitment to work principles and professionalism
- Others that’s the Nomination and Remuneration Commitment has consider its important feather.
2) Special expertise and certain knowledge required for the Board are also taken into consideration, so that the Board can formulate strategies and policies and oversee implementation of the strategies efficiently. Examples of special expertise and certain knowledge are:
- Accounting and finance
- Organization and human resource management
- Risk management
- Crisis management
- Industry knowledge
- Strategic-domestic and international marketing
- Strategic Planning
- Other knowledge and specialties deemed by the Nomination and Remuneration Committee to be necessary for the business operation for the next 3-5 years including knowledge company business strategy, such as health and safety regulations, research & development, e-commerce or merger & acquisition etc.
By comply to the guidelines to abide by the rules, processes and procedures for the recruitment and appointment of directors.
In addition, the Board oversees the management’s implementation of the designated policy and plan to be efficient by putting in place the following policies.
Principles on Corporate Governance
The corporate governance is designated in writing and approved by the Board of Directors’ meeting. The Board will arrange to have the policy reviewed and implemented regularly at least once a year.
Adherence to accurate and fair operation: Code of Business Conduct is designated in writing to serve as a principle for executives and employees’ operation, consisting of employees, customers, suppliers, competitors and society and community policies. The Company announced and advised all employees to strictly adhere to and comply with such policies.
Conflict of Interest
Measures to prevent conflict of interests: Members of the Audit Committee are required to consider approving related transactions. In addition, the Company discloses the details on related transactions in its financial statements in accordance with the accounting standards and establishes a policy to prevent directors and executives from using the Company’s information, whether directly or indirectly. The Company must comply with the notifications of the Stock Exchange of Thailand governing the entering into connected transactions of listed companies or acquisition and disposition of assets of listed companies, as the case maybe.
Internal Control System
Internal control system is put in place for efficient internal supervision and control both in management and operation levels. The Company established the Internal Audit Office to assess the adequacy of the internal control system and report the performance to the Audit Committee in accordance with the designated audit plan.
Overall risk management: The Company assesses and manages organizational risks in order to limit them into an acceptable level. The meetings for management and operation levels are held to mutually assess risks/obstructions; uncertainties which may affect the achievement of the Company’s purpose; events which may cause the organization to lose its business opportunity; and risks resulted from internal and external factors. A principle has put in place to require the Company to establish risk management measures when the risks obstructing the achievement of the Company’s designated operation plans occur so as to prevent and reduce any possible loss.
Financial Report of the Board of Directors
The Audit Committee has a duty to review a financial report in the meeting together with accounting staff and auditor and present it to the Board of Directors quarterly. The Board of Directors will be responsible for consolidated financial statements of the Company and subsidiaries, including the financial information as appeared in the annual report. The Company’s Board of Directors recognizes the importance of information disclosure with correctness, completeness and transparency, whether financial information or general information, in accordance with the regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand.
The Board of Directors accords due important on succession and management development plans for purpose of top executive succession. To enhance the ability to continuously carry out management works and to select efficient personnel who are ready to occupy such important post, Career Management and Talent Management and Succession Plan are developed. The Nomination and Remuneration Committee has determined procedures and criteria for the nomination of directors and top executives in written in order to provide knowledge and understanding of the scope of the mutual development of personnel and organization for stable and sustainable growth, which will efficiently and effectively enhance the achievement of the Company’s strategic goal, as follows:-
- Company's recruitment and selection process or employees to take charge of and responsible for key management position levels as appropriate.
- The Company's senior executive shall be performed the CEO work if the President is unable to perform their duties.
In addition to the realization on the success of the business operation, the Company has realized on the formality and working method that will bring a sustainable success to the Company. It therefore continuously adheres to ethics, faithfulness and integrity as its principle for business operation. Code of business ethics, including employees, customers, partners, competitors and social and community policies, is designated in writing so as to be a guideline for the executives and employees in their operations. The Company informed and required all staff to strictly adhere and comply with such code.
Conflict of Interest
To create fairness to all stakeholders, the Company establishes a policy to prevent the directors or employees from seeking personal benefits from their capacities as the directors or employees of the Company. The prevention of conflict of interest is regulated as a guideline for the directors.
- Avoid all connected transactions that may cause conflicts of interest with the Company;
- In case that directors or employees are necessary to commit any connected transaction for the benefit of the Company, the particular director and employee will be treated like an outsider, and will play no part in decision-making process;
- Seek no personal interests or those of related persons by using any secrets or any of the information not yet disclosed to the public, or disclosing it to external parties; and
- Refuse to use Company’s documents or information obtained in their capacities as the director or employee of the Company for creating rivalry with the Company or involving in related businesses.
Responsibility to Shareholders
Responsibility to shareholders is one of the Company’s policies which provides equal treatment and operation with full effort to the shareholders to create good, continuous and sustainable returns to the shareholders. The Company has established the guideline to support such policy as follows:
- Perform duties with integrity, transparency and fairness and make decisions on a professional basis for the optimum benefits to all shareholders;
- Monitor, prevent, maintain and operate the organization’s assets to ensure that they are used for the maximum of their usefulness;
- Report the Company’s information to all shareholders on an equal basis;
- Report information with accuracy, completeness and on a timely and regular manner and report the Company’s future trend on a reasonable basis with sufficient supporting information; and
- Oversee the directors, executives and employees to be prohibited from seeking personal benefits and those of related persons by using the organization’s information that is not yet disclosed to the public.
The Company realizes that employees are its valuable resources and its main factors driving the achievement of the Company as planned. It therefore establishes the policy to provide fair treatments to them regarding opportunity, return, appointment, removal and capacity development by adhering to the following guidelines:
- Treat with employees politely and also respect to their individual and human rights regardless of their differences in race, religion, nationality, gender, age or educational background;
- Provide a fair compensation for all employees;
- Provide a good circumstance for their working, including safety in their life and belongings;
- In considering their performance to promote and remove position of the employees, including reward proposal and punishment, decide on a fair and good faith basis and concern in regarding to knowledge, competency and suitability of employees as criteria.
- Accord due importance on the development of the competency of employees by encouraging all employees all over the organization to learn on a regular basis;
- Listen to all employees in regard to their opinions and comments according to their occupational skills;
- Comply to laws and other regulations in regarding employees strictly;
- Avoid any unfair activities which may affect to job security of employees, or threaten and pressure on their mental.
The Company realizes that a customer’s satisfaction is a key to lead the Company to its success on a sustainable basis. It is therefore a duty of all staff in the organization to cooperate to create the customer’s satisfaction. The related policy and guideline are as follows:
- Maintain product and service qualities equivalent or more than the customers’ expectation at a reasonable price;
- Provide consultations and suggestions and assist customers to solve any problems so that the customers efficiently receive the utmost benefit of the product or service of the Company. Consideration must be taken that the customer is deemed the Company’s trading partner;
- Provide precise, sufficient and up-to-dated information involving products to the customers based on the actual fact including the quality, quantity or condition of such products or services;
- Contact to customers with well manner and also make a reliable confidence. Provide customer complaints system and procedure regarding quality, quantity and safety of product and service; and
- Keep confidential information of customers and not to illegally utilize for own benefits or for related parties’ benefits.
The Company’s policy is to treat its partners with equality and fairness for the utmost benefit of the Company, based on the fair return for both parties. The Company will avoid the situations that cause conflicts of interest and will comply with contractual agreements. It will also provide true information, report accurate information and negotiate to solve any problems based on business relationship. Relevant guideline is as follows:
- Not demand or receive from, or not give to partners, any benefits in bad faith. If such action is found or may occur, relevant details must be disclosed to the partner and both parties must mutually solve such problem at prompt on a fair basis;
- Comply with commercial, loan or other conditions as agreed strictly; and
- In a case of failure to comply with the agreed conditions, notice in advance of such incident in order to mutually consider and seek a remedy.
The Company’s policy is to treat its competitors according to international trading standards within the scope of the laws regarding trading competition. It also omits to infringe or perceive any confidential information of competitors by swindling. Relevant guideline is as follows:
- Perform under a good competition rules;
- Not damage the reputation of competitors by accusing without fact; and
- Not access to the information of competitors in bad faith or in a non-appropriate manner.
Social and Community Responsibility Policies
The Company operates its business by taking into consideration the duty and responsibility to the nation, society and environment as well as local culture and tradition. It establishes a policy to maintain environment and safety which may be harmed by the Company’s activities and complies with related laws and regulations strictly.
Compliance Monitoring Policy
- It is the Company’s requirement that all directors, executives and employees must acknowledge, familiarize themselves and strictly comply with all policies and procedures in this code of ethics. Directors, executives and employees of all levels must bear the code of ethics in their mind when performing their duties;
- The executives of all levels are also responsible for monitoring and ensuring that the employees under their supervision acknowledge, understand and strictly comply with the code of ethics; and
- The Company expects that no action against the law and good ethics will arise. However, if any director, executive or employee violates the code of ethics, he or she will be subject to disciplinary punishment.
It is the Company’s policy to forbid its directors, executives and employees to take any improper advantages from their job positions while being employed by the Company for their own benefit. The directors are prohibited from engaging in the business in competition with the Company and are urged to avoid all connected transactions that may cause conflicts of interest with the Company. In the case that directors are necessary to commit any connected transaction, the Board will oversee such entering into the transaction to ensure transparency and fairness as if it is entered into by an outsider. Interested directors or employees are prohibited from taking part in decision-making process.
In the case that any transaction is considered the connected transaction under the notification of the Stock Exchange of Thailand, the Board will supervise a strict compliance with the rules and procedures of the Stock Exchange of Thailand, including the disclosure rule for a connected transaction entered into by a listed company.
The Board has established policies and measures regarding conflicts of interest as follows:
- Phol Dhanya has a clear and transparent shareholder structure. There is no cross-holding among major shareholders, thereby preventing any conflict of interest from one party to another. The shareholder structure of the Company and its subsidiaries is published in the Company’s annual report in detail, as are Board member’s holdings of securities.
- There has a clear and transparent shareholder structure. There is no cross-holding among major shareholders, thereby preventing any conflict of interest from one party to another. The shareholder structure of the Company and its subsidiaries is published in the Company’s annual report in detail, as are Board member’s holdings of securities.
- The Company has incorporated a policy governing the use of internal information into the power of authorities and employee regulations in writing, with penalties for the executives or employees in the event the internal information is disclosed to the public or used for personal benefit.
- The Company’s has includes additional guidelines that prohibit employees from using the Company’s assets or spending working hours to search, contact or conduct activities related to share-trading on a regular basis for personal gain or on behalf of others without justifiable reason and not for the Company’s interests.
The Board of Directors has established measures to prevent the misuse of internal trading information of concerned persons, namely the Board of Directors, The Management and related employees, including their spouses and children who are minors. The measures also prevent the disclosure and use of inside information not yet disclosed to the public for personal benefits; or the entering into transactions which may cause a conflict of interest. These violations are deemed serious offences and subject to serious disciplinary actions. The measures are as follows:
- Directors, executives, staff and employees of the Company shall keep the company’s secrets and/or inside information confidential.
- Directors, executives, staff and employees of the Company shall not disclose secrets and/or inside information or exploit it for their own benefits or others’ benefits in a direct or indirect way and with or without benefits.
- Directors, executives, staff and employees of the Company shall not trade, transfer or receive the Company’s securities by using the Company’s secrets and/or inside information; and/or enter into any transactions by using the Company’s secrets and/or inside information that may cause damages to the Company in a direct or indirect way.
- All concerned persons are prohibited from trading Company securities for period of 30 days prior to release of the Company’s quarter and annual financial statements, and for 24 hours after the release (Blackout Period).
- Should they have knowledge of confidential information that could have any impact on the Company’s securities price, they are prohibited from trading Company securities until 24 hours after the public disclosure.
- In addition, the Board of Directors will monitor all required actions in accordance with the related measures. Any changes in a director’s, top executive’s or related person’s shareholding must be reported to the corporate secretary who shall further report it to the Board of Directors’ meeting for acknowledgement.
The report such change to take the guidelines for the preparation and disclosure of shareholding of directors and management of the company strictly.
These requirements apply to the spouses and children who are minors of directors, executives, staff and employees of the Company. Any person violates such requirements shall be deemed to have committed a serious offence.
The Directors, The Management and employees of the Company are prohibited from performing, accepting or supporting corruption in any forms, whether directly or indirectly. This shall be applicable to all business lines of the Company and its subsidiary and affiliate companies. The Directors, The Management and employees of the Company shall strictly comply with the anti-corruption measures and establishes a structure of responsible persons including risk management, internal control and internal audit systems to prevent and suppress any corruption within the organization; and shall review the operation procedures and implementation guides to ensure compliance with the rules, regulations, laws and business changes.
For the practices will prevail "Anti-Corruption Policy and Guidelines” to prevent and combat corruption, corrupt the Company and its subsidiaries. And affiliates
The Board of Directors assigned independent directors to take care minority shareholders. The Company allows minority shareholders to contact the Audit Committee directly to email at firstname.lastname@example.org and/or sent to the channel, raising concerns and complaints or if the infringement was noted in “Anti-Corruption Policy and Guidelines”. The Audit Committee are responsible for handling each matter appropriately. For example, in case of a complaint, the Audit Committee will investigate and seek a proper solution. On the other hand, if there is a suggestion that is considered to affect the stakeholders or the business, the Audit Committee will report it to the Board of Directors’ meeting for consideration and include it in the agenda of the Shareholders’ Meeting.
Complaint handling process
- Collection of facts
The person receiving a complaint may collect facts related to the violation or noncompliance with Ethics or assign other appropriate person(s) to collect such facts.
- Information processing and screening
The person receiving the complaint may process and screen the information for consideration of steps and actions to be taken as appropriate for each case. In this regard, he may
- perform such action by himself or assign other person(s) to process and screen such information if he has an authority to do so; or
- report to the person having the authority or the person related to such matter to process and screen such information.
The person who proceeds with the procedures under 2. shall propose measures to stop the violation or noncompliance with Ethics and relieve the damage caused to persons involved, taking into consideration the overall effects. For important matters such as the matter having an effect on reputation, image or financial status of the Company or the matter in conflict with the Company’s policy on the business operation or that related to the top executives, the person receiving the complaint shall report the result to the Audit Committee and/or the Board of Directors.
- Report of results
The person receiving the complaint has a duty to report the results in accordance with clause 3. to the complainant if his name is revealed.
Acts in breach of Ethics
All employees have a duty to comply with and promote others to comply with Ethics. The following constitute a breach of Ethics.
- Failure to comply with Ethics;
- Suggesting, encouraging or supporting others to violate Ethics;
- Ignoring when seeing a violation of or failure to comply with Ethics in case of knowing or being in a position to know as it involves work under own responsibility;
- Failing to collaborate or obstructing investigation into facts on violation or noncompliance with Ethics; and
- Unfair treatment of others as they report non-compliance with Ethics.
Violators are subject to disciplinary action as stipulated in the Company’s regulations. Besides, the violator may be punished under law if such conduct constitutes an offense under law.
The complainant or collaborator for the fact finding activities shall be given protection under the criteria regarding the protection and fair treatment to complainants or collaborators for the fact finding beneficial to the Company in relation to fraud, noncompliance with the laws or regulations issued by governmental bodies and offence or noncompliance with rules, Articles of Association or Ethics of the Company as follows:
- Complainants or collaborators can seek to remain anonymous if he/she feels that the revelation may cause any harm or damage. However, if the name is revealed, the Company can keep them informed of the progress, clarify the matter and take remedy action more easily and quickly.
- Phol Dhanya will keep all the related information in confidential and can only be assessed as necessary to protect the complainants, source of information or related persons.
- In case the complainant feels that there may be harm or damage or trouble to them, they may ask the Company to take measures to protect them as appropriate or the Company may establish measures to protect the complainant without any request if it sees that damage or trouble or harm is likely.
- The person suffering damage or trouble as a result shall be given appropriate and fair relief assistance.
Electronic equipment and information or information technology is valuable assets of the Company which are to be used for the efficiency of the business operation. Employees are urged to use them in compliance with the designated IT policy and regulation and have a duty to maintain and prevent such assets from any infringement or unauthorized distribution.
- Use electronic equipment and information or information technology for the benefits of Phol Dhanya only;
- Not use electronic equipment and information or information technology in any manner that is in violation of the laws;
- Not use them for personal business purpose or for other political purpose;
- Not use electronic equipment and information or information technology to access into non-appropriated, non-ethical or unknown websites which may cause a harm;
- Maintain and prevent electronic equipment and information technology from unauthorized use;
- Maintain and not allow other persons to use the password to access into the Company’s IT systems and use the information efficiently and effectively; and
- The Company has the right to inspect the use of electronic equipment and information and information technology, such as sending and receiving and storing of the information, without permission.
Receiving or giving assets or things as a gift/souvenir in accordance with each local tradition is acceptable. However, Phol Dhanya does not wish the employees to receive a gift/souvenir with excessive value from the persons having business relation.
The Board of Directors establishes the relevant policy and guideline as follows:
- Refrain from giving or receiving money, assets, things or other benefits to or from the persons having business relation or for exchanging with any improper privileges;
- Refrain from giving or receiving money, assets, things or other benefits to or from any person in order to influence the person to commit or omit an act illegally;
- Prior to receiving or giving a gift/souvenir, a checking on compliance with laws and the Company’s Articles of Association must be conducted. Things or gifts to be given in a working manner should be of not much and appropriate value for each occasion;
- Not receive or give a gift/souvenir in forms of cash, check, bond, share, gold, gem, real estate or the likes;
- Not receive or give a gift/souvenir that may influence an unfair decision-making. In necessary cases, the recipient who receives a gift/souvenir in excessive value from the person having business relation shall report to his immediate supervisor;
- Keep evidence of the payment for a gift/souvenir for inspection purpose; and
- In case of being assigned or allowed by the supervisor to provide assistance to external agencies, employee may accept money, things or gifts in accordance with the rules or measures of such external agencies.