TH | EN
Corporate Governance
The company is strongly committed to direct and operate its business by adhering to International standard. The company’s board of directors used practice guideline Corporate Governance Self Assessment improved to Good Corporate Governance issued by the Stock Exchange of Thailand (“SET”) to the company’s efficient and transparent management system inclusive to strongly respect shareholders’s right and has equal treatment towards shareholders providing accurate and sufficient of significant information for the best benefits of shareholders. In the last year, the company has implemented and maintained good corporate governance practice and complies with those five categories. Details are as follow;

1. Right of shareholders

1.1 Shareholders’ right protection policy

The company’s board of directors formulates the shareholder’s right protection policy in writing in 2009. The policy emphasizes on allowing shareholders to have equal rights to have access to the company’s operational performance; participating in various decision making; and protecting, promoting, and encouraging shareholders to fully exercise their rights; and not infringing shareholder’s rights. Key policies are as follows:

Policy on shareholders’ right protection
  1. The board of directors is responsible for protecting and respecting basic rights of the company’s shareholders, such as a right to purchase, sell or transfer shares, a right to the company’s profit sharing; right to obtain sufficient information about the company’s operation; right to attend the shareholder’s meeting to appoint or terminate directors and independent auditors, approve dividend payment, formulate or amend Article and Memorandum of Association, and also a right to approve capital increase or reduction and special items.
  2. The board of directors has duty to promote and support shareholders to exercise their right in various areas at the Annual General Shareholder’s Meeting, including the right to propose meeting agenda in advance, the right to nominate persons as directors, the right to submit questions to the company prior to the annual shareholder’s meeting and the right to openly express opinions and ask questions at the shareholder’s meeting.
  3. The board of directors shall not take any action which may infringe or limit shareholders’ right.
  4. The board of directors has responsibility to facilitate the applying of the shareholders’ rights such as giving the significant information updated via website, inviting the shareholders to visit the theatre, etc.

1.2 Allowing shareholders to study information prior to the shareholder’s meeting

The board of directors and the company’s administration has implemented a policy on shareholder’s right, which covers the areas beyond those required by law, especially the right to receive information and significant information. At the Annual General Meeting of the Shareholders for the Year 2015 on 2 April 2015, the company provided sufficient opportunity for shareholders to study the information for 30 days prior to the meeting date. The information published on the company’s website: corporate.majorcineplex.com is as follows:

  1. Invitation to the Annual General Meeting of the Shareholders for the Year 2015
  2. Attachment 1: The minutes of the Annual General Meeting of the Shareholders for the Year 2014
  3. Attachment 2: Annual Report for the Year 2014 in CD-ROM format
  4. Attachment 3: Financial Statements for year ended 31 December 2014
  5. Attachment 4: Information about net profit and dividend payment allocation
  6. Attachment 5: Background of directors who are nominated for reappointment replacing directors who retire at the expiration of their terms, and directors’ authority for 4 persons
  7. Attachment 6: Directors remuneration details
  8. Attachment 7: List of independent auditors and auditors’ remuneration
  9. Proxy form A (general)
  10. Proxy form B (Ministry of Commerce’s form)
  11. Proxy form C (for custodian)
  12. Independent directors’ details (for proxy)
  13. Document to confirm shareholder’s right to attend the meeting
  14. The Company’s rules related to shareholder’s meeting
  15. Map of the meeting venue

The information and document of the Annual General Meeting of the Shareholders for the Year 2015 were published in both Thai and English languages and are the same as the printed document mailed to shareholders by Depository for Securities (Thailand) Limited (TSD), the company’s registrar. Shareholders were given sufficient time to study the information before receiving the printed document from the company 7 days in advance before the meeting.

In the meeting day, the company facilitated shareholders 28 ANNUAL REPORT 2015 to exercise their rights to attend the meeting by implementing a barcode system for registration and vote counting, as well as providing the stamps for proxy authorization. The label of registered shareholders was provided for access convenience while meeting, without timeless to recheck their documents.

After the Annual General Meeting of the Shareholders for the Year 2015, the company compiled the document, including agenda, meeting resolutions, voting results, questions and shareholders’ opinion expressed at the meeting, and prepared the “Annual General Meeting of the Shareholders for the Year 2015 Minutes” for publishing on the company’s website.

1.3 Preventing limitation of shareholders’ right

The company’s board of directors did not take any action that might infringe or limit shareholders’ right must to published all the information on its website prior to the annual general meeting of the shareholders for the year 2015. The company did not distribute additional document containing significant information during the meeting, or add or change meeting agenda or amend significant information without prior notice.

1.4 Providing convenience in shareholders’ right exercising

The company provided sufficient convenience for shareholders and shareholder’s proxy to register to attend the meeting by implementing a barcode system for registration and vote counting as well as distributing voting ballots to the shareholders before the meeting began.

The company clearly stated shareholders’ meeting rules and process in the meeting invitation. The moderator of the meeting also informed the attending shareholders of the rule and voting process at the meeting. The shareholders’ meeting minutes also included a record that the meeting was informed of the rules and voting process.

The company invited its shareholders to exercise their right to site visit. The company also regularly updates information and significant information published on its website.

1.5 Giving sufficient time and opportunity for shareholders to express their opinions

The company provided opportunity for shareholders to ask questions related to the meeting agenda openly express their opinion. The chairman of the board of directors asked the meeting at the end of each agenda. Questions related to the meeting agenda or the company and shareholders’ opinion, as well as the answers or clarification by the board of directors or the company’s management were all record in the meeting minutes.

The company arranged for voice recording of the shareholder’s meeting, and disclosed the significant issues raised during in the meeting minutes for reference in the future and enable shareholders who could not attend the meeting to catch up with the meeting details.

1.6 Meeting attendance of directors

With fully respect of shareholder’s right, all the 11 members of the board of directors attended annual general meeting of the shareholders for the year 2015. It could conclude that the company still developed organizing the 2015 annual general meeting of shareholders as more strict than the Good Corporate Governance guideline.

2. Equitable treatment towards minor shareholders

The board of directors respect shareholder’s equal treatment formulated the minor shareholder as follow:

  • The company allowed shareholders, individual or in groups holding minor shares of at least 100,000 shares for no more than 12 consecutive months, to propose meeting agenda 4 months prior to the Annual General Meeting of the Shareholders for the Year 2015 or from 1 October 2014 to 31 January 2015. The criteria for proposing meeting agenda in advance was published on the company’s website. The board of directors’ secretary was assigned to compile the meeting agenda and proposed to the independent directors for consideration and to make them the official meeting agenda to the Board on February 2015. In 2015, none of shareholders proposed meeting agenda.
  • The company opened opportunity for shareholders, individual or in groups to nominate persons to be appointed as directors or submit questions related to the meeting agenda 4 months prior to the Annual General Meeting of the Shareholders for the Year 2015 or from 1 October 2014 to 31 January 2015. The company’s secretary was assigned to compile the nominated person’s details and proposed to the nomination committee to consider the qualifications of person nominated by minor shareholders in accordance with the company’s nomination procedure and to make them the official meeting agenda to the Board on February 2015. In 2015, none of shareholders made nomination.
  • The board of directors follows shareholder’s right protection policy in order to allocate appropriate time for consideration and to conform to the meeting regulations, the company did not propose new agenda during the meeting or distribute additional document for shareholders consideration without prior notice.
  • The board of directors encouraged shareholders to select the proxy form that provides them with freedom to select voting decision – agree, not agree, abstain, by preparing Proxy B form. The company also prepared the proxy A (general) and proxy C (for custodian) for its shareholders and published them for easy download on the company’s website 30 days prior to the meeting.
  • The board of directors provided convenience for shareholders who could not attend the meeting but wish to exercise their voting rights by allowing them to assign proxy. The company arranged for 2 independent directors to attend the meeting and vote on behalf of the shareholders; (i) Mr. Chai Jroongtanapibarn, Independent Director and Chairperson of Audit Committee (ii) Mr. Naruenart Ratanakanok, Independent Director and Audit Committee Member. Shareholders can appoint one of the two independent directors as their proxy.
  • The board of directors encouraged the meeting to use voting ballots. Voting ballots were prepared for each agenda, such as dividend payment and independent auditor remuneration, for transparency and reference in case of objection later
  • The board of directors formulated to executive directors and employees use internal information for advantage in Code of Conduct cover internal information security trading, conflict of interest and confidentiality announce in the Good Corporate Governance guideline, meeting and company’s website. The company’s secretary was responsibility announces disclosure rules to the board of directors and executive director explain acquisition of security and disclosure related transactions between director and management.

3. Roles of Stakeholders

3.1 Good corporate governance policy related to stakeholders

The board of directors has stipulated and concerned for all stockholders. Not only follow regulation but also create new policy to reach both of good corporate governance and corporate social and environment responsibilities, by measuring related to stakeholders include 5 parts as follows:

  1. Employees and families
  2. Customers and creditors
  3. Shareholders
  4. Business partners
  5. Analysts, Investors and Financial Institutions

1. Employees and families

The Company sets policy on treatment towards employees as follows:

Policy on treatment towards employees

  1. The company shall appropriately reward employees by considering each employee’s performance using measurable tools and with fairness. The rewards include monthly remuneration, overtime payment, bonus, production reward, life and health insurance and provident fund.
  2. The company shall promote and develop employees’ knowledge and skills, for example, by arranging training and seminar for executives and employees of all levels.
  3. The company shall fairly and equally treat all employees, such as in performance appraisal, work record confidentiality, and employee’s benefits.
  4. The company shall respect employees’ right and provide opportunities for employees to speak up in case they are not treated properly by providing comment box or through Human Resources Department.
  5. The company shall provide safe and hygienic work environment that enhance work efficiency and effectiveness.

2. Customers and creditors

Customers

The company sets policy on treatment towards customers.

  1. The company creates customers relationship and cooperation from honesty, reliability and confidence.
  2. The company has the duty to build customer satisfaction with sufficient and appropriate responsibility and care, as well as giving priority to customer’s problems and needs. The management and all employees shall respect the following measures:
    • Committed to deliver quality products that directly meet the customer’s requirement.
    • Respect the conditions agreed with the customers.
    • Equally propose price and trade conditions to customers in the same category.
    • Provide the customers with accurate information about the product quality and qualifications to ensure confidence and fairness to the company’s customers.
    • Willing to address customer’s needs and concerns as well as to handle complaints, to recommend and to monitor progress of the matters informed by the customers.

Creditors

The company sets policy on treatment towards creditors.

Policy on treatment towards creditors

  1. The company shall build relationship with and treat creditors with integrity and trust.
  2. The company shall be responsible and best respect all conditions agreed with the creditors.

3. Shareholders

The board of directors has formulated policy related to shareholders.

  1. The company has duty to protect and respect basic rights of shareholders which are the right to purchase or transfer shares; the right to receive the company’s profit share, the right to receive sufficient information about the company’s operation; the right to participate in the shareholder’s meeting to appoint or terminate directors, appoint external auditor, approve dividend payment, allocate annual net profit, set or amend Article or Memorandum of Association, capital increase or decrease and approve special items.
  2. The company has the right to promote and encourage shareholders to exercise their right at ‘the Annual General Shareholders’ Meeting, including the right to propose agenda in advance, the right to nominate directors in advance, the right to propose questions to the meeting prior to the meeting date, and the right to express opinion and ask questions in the meeting.
  3. The company shall not take any action that may infringe or limit the shareholders.

4. Business partners

The company sets policy on treatment towards business partners.

  1. The company is responsible for building good relationship with every business partner.
  2. The company is responsible for providing equal opportunity for each business partner to propose products and services. The company’s management and employees who are responsible for dealing with customers shall follow the measures below:
    • Equally and fairly treat all business partners.
    • Consider and make decision by comparing quality of products and related conditions for the best benefits of the company in both short and long term.
    • Keep confidentiality in relations to customers, not accept bribes or commissions from business partners and not disclose information or one or many business partners to other partners.

5. Analysts, Investors and Financial Institutions

The company sets policy on treatment towards Analysts, Investors and Financial Institution.

  1. The company provides information to analysts, investors and financial institutions including the information about the financial performances, business outlook accordance with the regulations and good corporate governance policy.
  2. All information including the news that might affect investment decision will be provided in the corporate website

3.2 Compensation to stakeholders in case of damage caused by infringement

  • The board of directors has implemented measures on the use of internal information that directors, executives and the company’s employees as follows:

    Measures on preventing internal information that directors, executives and the company’s employees

    1. The board of director’s secretary is responsible for reporting to the company’s directors and the management the shareholdings of the directors and executives, spouses and children who have not yet reached manhood, and report the changes in shareholdings according to the article 59 and punishment article 275 of the Securities and Exchange Act B.E. 2535.
    2. The board of directors shall advise directors, executives and employees who have access to significant internal information to avoid trading the company’s shares one month before and one week after the distribution of such significant information, including financial statements which affect changes in share prices. This is to avoid possible frauds under the Securities and Exchange Act.
  • The company has stipulated the measures to prevent directors and executive directors from using internal information for own or other’s benefits. The measures are stated in the company’s code of ethics for the management and employees.

    Measures on preventing conflict of interest of directors, executives and employees

    1. The company’s management and employees shall not take any action for personal benefits or to obtain assets of the company or customers.
    2. The directors and employees shall not be engaged in or have own business or activities that may cause conflict of interest that may conflict with the responsibilities of the directors and employees.
    3. In case that the position and responsibilities of the executives and employees may directly or indirectly provide benefits to themselves or members of their family (spouse, father, mother, children, cousins) or acquaintance, the directors and employees shall not be involved in decision making and immediately report to their immediate supervisors.
    4. The company shall avoid assigning the directors or employees to perform a task that may lead to a situation that causes conflict of interest to the company or the company’s customers.
    5. In case the company’s directors and employees are involved in external activities or hold positions in other organizations, such as being directors, advisors, representatives or employees, such condition must not cause direct or indirect conflict of interest to the company and its customers or affect the persons’ ability to perform their duty.
    6. Directors and employees are not to work for or hold positions in other organizations which operate similar business or compete with or may have conflict of interest with the company.
  • The company’s board of directors has consistently received information about possible conflict of interest of directors, executives and employees in the company’s transactions. The internal audit department is responsible for reporting information related to conflict of interest to the audit committee for acknowledgement and consideration and the audit committee consistently monitor, review and report the information to the board of directors for acknowledgement and consideration. In 2014, there is no report that the company’s directors, executives and employees having conflict of interest that causes damage to the company.

  • The company has stipulated the following measures on compensating stakeholders in case of damage due to infringement.

1. Employees and families

Measures to prevent damage from employee right infringement.

The company has arranged for sufficient remuneration and benefits for its employees and strictly followed the treatment towards employee policy. A comment box is provided for employees as a channel to receive complaints and recommendation from employees affected by unpleasant work conditions. In 2015, there is no employee complaint related to infringement.

2. Customers and Creditors

Measures to prevent damage from customer and creditors right infringement.

The company has take good care to customers in accordance towards customer’s policy and set up customer service section for customers to file complaint in case they have problems and need help to protect damage customer. For preventive to the problem from the customers and creditors infringement in the later, thus executive must consider qualification of customers and creditors before the transaction by considering based on the principles of integrity, honesty and reliability. In 2015, there is no customers and creditors complaint related to infringement.

3. Shareholders

Measures to prevent damage from shareholder right infringement.

The company has implemented measures in protecting the basic rights of shareholders, including the right to receive information, and the right to participate in shareholders’ meeting, exercise their rights beyond those required by law, such as to propose meeting agenda in advance to the meeting date, and nominating persons to be elected as directors in advance. The company shall evaluate and monitor the results of the implemented measures in order to prevent possible damages from shareholders’ rights infringement. The evaluation shall be done internally through departments which are responsible for shareholder’s rights protection, and externally through the AGM checklist program organized on annual basis by the SEC, Thai Investors Association and the Association of Listed Companies. In 2015, there is no shareholders’ complaint related to neither right infringement nor limitation.

4. Analysts, Investors and Financial Institutions

Measures to prevent damage from analysts, investors and financial institutions right infringement.

The company provides information to analysts, investors and financial institutions including the information about the financial performances, business outlook at least once a quarter or not less than 4 times per year. In addition, the information is provided in several channels such as IR line (02-511-5427 ext. 893), corporate website, one-on-one and the Association of Listed Companies. In 2015, there is no shareholders’ complaint related to neither right infringement nor limitation. 4. Analysts, Investors and Financial Institutions Measures to prevent damage from analysts, investors and financial institutions right infringement. The company provides information to analysts, investors and financial institutions including the information about the financial performances, business outlook at least once a quarter or not less than 4 times per year. In addition, the information is provided in several channels such as IR line (02-511-5427 ext. 893), corporate website, one-on-one meeting, group meeting and site visit. Therefore, the company has never received complaints from not getting information from the analysts Investors and financial institutions.

3.3 Stakeholders’ participation mechanism

The board of directors has set mechanism for stakeholders’ participation as follows:

  1. The company provided a channel for complaints and / or comments through the Call Center at 02-5115427 ext 114 and via the company’s intranet for employees sticky.
  2. The company provided opportunities for investors to express their opinions to the board of directors through the company’s website, under investor relations (IR) section.

3.4 Mechanism for protection of those who report frauds

  • The board of directors provided various channels for report on frauds, unethical or illegal practice related to financial statements and internal control system through the Internal Audit Department via telephone or the company’s website.
  • The board of directors ensured that the persons who report frauds would be well protected by keeping all information about the reporting person highly confidential.
  • The board of directors has stipulated an effective process to handle the reports irregularity. Initially, the internal audit department will make a summary and submit it to the audit committee for further investigation and report to the board of directors in case the matters are true and may have impact on the company’s operation.
4. Information disclosure and transparency

4.1 Results of the execution of corporate governance policy

  • In 2015, the company accurately, adequately, timely and transparently disclosed the information required by the SEC and SET through SET’s online channel and the company’s website. The company has never been punished by the SEC or SET for not disclosing the information as required. The company also regularly appraises the efficiency of information disclosure process and strictly follows the regulations on information disclosure.
  • The company also published and regularly updated all significant information submitted to the SET and other information on its website as well as provided such information both in Thai and English for all stakeholders to have equal access to the information.

4.2 Remuneration of the directors and the management

  • The remuneration committee formulated the policy on remuneration of directors, Chief Executive Officer and top executives for the year 2015 as follows:

    The policy on remuneration to directors, chief executive officer and top executive directors

    1. Remuneration of the company’s directors, chief executive officer and top executive directors shall be set in accordance with their duty, scope of responsibility, fairness and attractiveness, which should be equal to remuneration for directors in other listed companies in the same industry and similar size, as well as the size, as well as the company’s performance, business environment and overall economic condition.
    2. The remuneration committee shall be responsible for initial consideration and propose for the approval of the board of directors and the annual general meeting of the shareholders the maximum remuneration of the year, position remuneration and meeting allowance.
    3. The remuneration committee shall respect the resolution of the Annual General Meeting of the Shareholders on the remuneration budget and details which are also disclosed in the annual report. Remuneration that the directors received from positions in other companies, such as consultancy fee, and directorship in the Company’s subsidiaries shall also be disclosed.
    4. Any director who currently holds management position in the company and receives remuneration in the forms of monthly salary will not be entitled for the remuneration.
  • The remuneration committee proposed to the board of directors and the Annual General Meeting of the Shareholders for the Year 2015 to approve a total of no more than Baht 12.5 million remunerations for the nonexecutive directors. Remunerations for the directors are shown in remunerations of board of directors section. The company’s directors who also hold directorship in subsidiaries did not receive remunerations from the subsidiaries.

4.3 Board of Directors Report

  • The company prepared the board of director responsibility towards financial statements together with the independent auditor’s report (published in the annual report under chapter board of director’s responsibility towards financial statements).

4.4 Roles and duties of the Board of Directors and Committee

  • The board of directors performed their duties in managing the company’s operation under the law, objective and regulation of the company and the resolutions at the AGM. with honesty in the best interests of shareholders. The Board of Directors has appointed committees to assist in the detailed study of performance monitoring and filtering tasks as assigned.

Board of Directors

In 2015, the board of directors convened 4 times. All meetings were arranged in compliance with the Company’s Article of Association and the Public Limited Company Act B.E. 2535. Meeting invitation and related significant information were distributed to the directors 7 days prior to the meeting. The board also provided adequate and equal opportunities for the directors to discuss significant issues. The board of directors’ secretary and legal advisor attended and recorded the meeting, questions, and recommendations by the directors in order to allow directors and concerned parties to study and audit. For the annual general meeting of shareholders in 2015 convened 1 times with top executive director, audit committee and legal advisor as follow:


NamePositionBoard of Director
Meeting /
Total Meetings
2015 Annual
General Meeting
1. Mr. Somchainuk Engtrakul Chairman of the Board / Independent Director 4/4
2. Mr. Vicha Poolvaraluck Director 4/4
3. Mr. Verawat Ongvasith Director 4/4
4. Mrs. Paradee Poolvaraluck Director 3/4
5. Mr. Thanakorn Puliwekin Director 4/4
6. Pol.Sub.Lt. Kriengsak Lohachala Independent Director 4/4 -
7. Mr. Wichai Poolvaraluck Director 4/4
8. Mr.Chai Jroongtanapibarn Independent Director / Chairman of Audit Committee4/4
9. Mr. Vallop Tangtrongjit Independent Director / Audit Committee Member4/4
10. Mr. Kraithip Krairiksh* Independent Director / Audit Committee Member 2/4 -
11. Dr. Satian Pooprasert Independent Director 4/4

* The Board of Director Meeting of Major Cineplex Group Public Company Limited (“the Company”), No. 2/2015, held on 8 May 2015; the meeting had approved to appoint Mr. Kraithip Krairiksh as an Independent Director and Audit Committee to replace Mr. Naruenart Ratanakanok who had passed away ,Effective date from 8 May 2015 onwards.

Executive Committee

In 2015, the executive committee performed their duties in managing the company’s operation; reviewing policies, business plan, investment plan, and annual budget plan for 2015 to present to the board of directors for approval; monitoring, supervising and controlling the execution of plans to achieve the preset goals earlier approved by the board of directors or as assigned; and reporting the quarterly and annual operational performance to the board of directors for acknowledgement. The executive committee also provided its opinion on the committee’s performance in the message from the Chief Executive Officer as published in the annual report.

Audit Committee

In 2015, the audit committee performed its duties in reviewing the financial statements of the company and its subsidiaries, auditing the internal control report submitted every month by the internal audit, meeting with independent auditors to discuss various matters. The audit committee chairman reported significant matters to the board of directors for consideration by including those matters as meeting agenda. The audit committee also provided its opinion in the audit committee report as published in the annual report.

In 2015, the audit committee convened 9 times and committee member’s attendance is as follows:


Rank Audit committee Audit Committee Meeting
/Total Meetings
1Mr. Chai Jroongtanapibarn Total Meetings
2Mr. Vallop Tangtrongjit 9/9
3Mr. Kraithip Krairiksh * 5/9

*The Board of Directors Meeting of Major Cineplex Group Public Company Limited (“the “Company”), No. 2/2015, held on 8 May 2015; the meeting had approved to appoint Mr. Kraithip Krairiksh as an Independent Director and Audit Committee to replace Mr. Naruenart Ratanakanok who had passed away ,Effective date from 8 May 2015 onwards.

Nomination and Remuneration Committee

The nomination committee’s responsibilities

In 2015, the nomination and remuneration committee performed its duties in nominating 4 directors to replace a director who left office at the annual general meeting of shareholders for the year 2015. The committee considered the qualification, knowledge, capability, experience, good work history, and ethic. As a result, the 4 directors were nominated to be re-elected, which was approved by the board of directors and the annual general shareholder’s meeting.

In 2015, the nomination and remuneration committee convened one time. All committees attend the meetings.

The remuneration committee’s duties

The remuneration committee performed its duties in setting remunerations for directors who were not the company’s executives or employees for the year 2015, by considering their duties, scope of responsibilities, which were equal to the remunerations paid to directors in listed companies of the same size and in the same industry, as well as considering the company’s performance, business environment and the overall economy. The remunerations were submitted to the board of directors and the annual general meeting of the shareholders for approval.

In 2015, the remuneration committee convened one time. All committees attend the meetings.

4.5 Relationship with shareholders

The company’s board of directors formulated a policy to accurately, adequately, transparently and timely disclose reliable significant information and information that may affect the company’s share price. It assigned the investors relations to be the company’s representative in communicating to institute and individual investors as well as analysts and concerned government agencies. The company’s website (corporate. majorcinplex.com) is used as a channel to distribute all information, including the information about the company, business, financial information, news that may affect investment decision, reports submitted to the SET, the company’s activities, and shareholders’ meeting details, to enable shareholders to keep updated of the company’s movement and required information. The investor relation is directly responsible for information provision.

The company prepared a rough investors relations plan which is subjected to change depending on conditions and environment as follows:

  1. Organize a quarterly analysts meeting. The company will also organize a meeting between its Investors Relations and analysts when analysts need more information on additional matters.
  2. Arrange road-shows at least once a year to provide information to domestic and overseas investors.
  3. Participate in exhibitions held to provide information to investors, such as the exhibitions arranged by SET, Brokers’ Association and other organizations.
5. The Board of Director’s Responsibilities

5.1 Policy on Good Corporate Governance

  • The company’s board of directors is committed to direct the business in compliance with the good corporate governance which is beneficial and important to promote efficiency and transparency of the company’s operation, increase competitive advantages, and add long-term value to the shareholders. The board of directors and the administration have formulated good corporate governance practice and made them the company’s policy in writing. The board of directors approved the policy which has essence as follows:
  • Respecting shareholder’s right on various matters, including allowing shareholders to propose agenda in advance for the shareholders’ meeting, and nominating in advance persons to be selected as directors, etc. and not taking any action which may infringe or limit the rights of shareholders.
  • Equitably and fairly treating all shareholders, investors, stakeholders and related parties.
  • Accurately, adequately, equitably, and timely disclosing information to shareholders, investors, stakeholders and related parties through appropriate channels, including website, to enable shareholders and stakeholders to have easy access to the information.
  • Performing its duties and responsibility in supervising and directing the operations of the company with integrity, ethics and prudence to achieve the company’s goal and for the best benefits of the company and its shareholders, as well as preventing conflict of interests.
  • Managing the company with transparency under sufficient internal control and audit system.
  • Controlling and managing risks at the appropriate level.
  • Operating the company with integrity and in compliance with laws and business ethics.

5.2 Structure of the Board of Directors and Committees

  • The board of directors viewed that, considering its current scope of responsibilities, it is appropriate to have 11 members who have different qualification, skill, experience and specialization that will benefit the company, and ability to contribute time and efforts to perform duty to strengthen the board of directors.
  • The board of directors gives priority to transparency and therefore stipulated that the board of director chairman is an independent director and shall not be the same person as the Chief Executive Officer or President.
  • The board of directors stipulated a formal and transparent process of director nomination which is free from influence from shareholders with control authority. The nomination Committee shall nominate directors by considering education, capability, experience, etc. in accordance with the scope of responsibilities of the board of directors or committees. The nominee list will be proposed to the board of directors’ consideration and appointment.
  • The board of directors disclosed the list of the directors and committee members in terms of names, positions, age, education, shareholdings, work experience and relationship with the company’s executives in various channels, including the annual report and the company’s website.

5.3 Leadership and vision

  • The board of directors has strong leadership, vision and independence in making decision for the best benefit of the company and its shareholders. Roles and responsibilities of each committee are clearly separated. The administration information for the board of directors consideration.
  • The board of directors expects to a goal to ensure stable business with long-term sustainability and success in cooperation with the management in reviewing and ensuring that vision and mission best address the changing environment.

    The business goals, business plan and budget were prepared by taking into consideration the maximum added value and long-term stability of the company and its shareholders. The board of directors also direct the business and ensure that the business operation is efficiently executed by the management.
  • The board of directors encouraged good corporate governance within the organization and formulated good corporate governance practice, code of ethics, measures and approval procedure of related transaction between the company and related parties or persons who may have conflict of interest, as well as clearly separated the authority of shareholders from that of the board of directors, the board of directors and the executives and other committees for balance of power and independence and transparency.

5.4 Conflict of interest

  • The board of directors shall consider related transaction that may cause conflict of interest between shareholders, directors and the management with best prudence, integrity, reasonableness and independence within good business ethic framework, and disclose complete information for the best benefit of the company. The board of directors shall strictly conform to the criteria and procedures or regulations set by SET and ask the audit committee to provide information about the necessity and appropriateness of such transaction.
  • The board of directors formulated measures and approval procedure of related transaction between the company and its subsidiaries or persons who may have conflict of interest. The persons who may have direct and indirect conflict of interest shall not be allowed to make decision on the matter. The audit committee is required to participate in the consideration and provide opinions on the necessity and reasonableness of the items proposed for the best benefits of the Company. The board of the financial statements prepared by using the generally accepted accounting principles published in the annual report.

5.5 Business ethics

  • The board of directors prepared the Management and Employees’ Code of Ethics for the Company’s management and employees to use as guideline in performing their duties and to strictly and consistently implement in terms of business operations, equitable and fair treatment towards stakeholders, matters related to conflict of interest, information confidentiality and possible fraudulent use of information, bribes, and gifts. The board of directors assigned the internal audit unit to monitor and audit the implementation of Code of Ethics.
  • The board of directors shall monitor and ensure that the company’s business operation, directors’ ability to perform their duties, operation by the management, and employees work are within ethical framework in addition to the company’s regulations and related laws.

5.6 Balance of power for non-executive directors

  • The board of directors structure comprised 6 non-ex ecutive and independent directors and 5 executive directors. As of 31 December 2015, the company had 11 members of the board of directors. The balance of power by non-executive directors was as follows:

    Executive directors 5 persons (45 %)

    Non-executive and independent directors 6 persons (55 %)

5.7 Integration or segregation positions for managerial balance of power

  • The board of directors clearly divides scopes of roles and responsibilities among the board of directors, executive committee, audit committee, nomination committee, remuneration committee and chairman of executive committee , as well as the chair man of board with a clear stipulation that shall not be the same person as the Chairman of the Executive Committee or Chief Executive Officer not have any relations with the management in order to prevent any executive to have unlimited, check and balance management.

5.8 Role and responsibilities of the Board of Directors

  • In 2015, the board of directors reviewed and approved significant operational matters and directed the management to efficiently implement the policy and effectively manage the budget.
  • The board of directors reviewed the approved written good corporate governance policy at least once a year.
  • The board of directors prepared and distributed the Code of Ethics in writing to directors, executives and employees; and reviewed other ethics for directors, executives and employees to understand ethical standards applied to its business operation. The board of directors assigned the internal audit department to monitor the execution of such standards.
  • The board of directors provided financial statement control and regulations implementation. The internal audit department independently performed its duty in monitoring the implementation of these regulations and control measures and reviewed the system at least once a year.

5.9 The Board of Director’s meeting

  • The board of directors convened at least 4 times a year and arranged the meeting in accordance with the company’s rules, the Public Limited Company Act B.E. 2535 and SET’s regulations. The chairman of the board of directors, in the capacity of the meeting chairman, shall promote prudence in any consideration, provide sufficient time for the management to present significant information and for directors to discuss the matter. Meeting minutes for every meeting was made for future reference and checking. The directors are responsible for attending every meeting of the board of directors except in case of extreme necessity.
  • Before the board of directors meeting in 2015, At the end of the year 2014 the board of director secretary prepared meeting agenda for the board of directors to be able to schedule themselves all the year round. The board of director secretary shall prepare the whole year meeting agenda and matters to be considered in each meeting in order to provide sufficient detailed information.
  • In considering the number of meeting, the board of director’s secretary prepared meeting schedule the annual general shareholders meeting and set the date of closing of the company’s registration book, while the meetings in May, August and December are scheduled for reviewing and approving financial statements for the first, second and third quarters, and the December meeting is organized to consider budget for the following year.
  • In each meeting in 2015 the company’s secretary will send meeting agenda and related information were distributed to the directors 7 days prior to the meeting date to provide sufficient time for the directors to study and discuss important issues.
  • The meetings were strictly held in compliance with the company’s rules and regulations, and the Public Limited Company Act B.E. 2535. by allowing directors to discuss the matter carefully, thoroughly and the company’s secretary and legal advisor to attend meetings and take notes, questions, and recommendations of the committee. Other directors and related parties to track and monitor them.
  • In each meeting, the chairman of the board of directors would conduct the meeting to last for 1-2 hours, which was sufficient for the management to present the matters for consideration and for the directors to carefully and equally discuss the important issues. The chairman of the board of directors also encouraged attending directors to use their best consideration, ask questions and make recommendation on each agenda in every meeting.

5.10 Self assessment of the Board of Directors

  • The company’s secretary prepared criteria for self assessment of CG Self Assessment directors for the board of directors’ consideration and self assessment at the end of every year to determine and correct the problem as well as improve the efficiency and effectiveness.

5.11 Remuneration of directors and executives

  • The board of directors appointed the Nomination and Remuneration Committee to be responsible for ensuring in 2015 remuneration of directors was in line with the pre-set criteria and in similar range as that offered by other companies

5.12 Directors and executives development

  • The board of directors encouraged and provided training opportunities for the company’s directors and members of committees to further improve their ability to perform their tasks. The company have 10 directors attended courses Director Accreditation Program (DAP) and /or Director Certification Program (DCP) organized by the Thailand Institute of Directors.
  • The company’s secretary prepared directors guidebook and criteria on information disclosure, profile, shareholdings, changes to shareholding of directors, etc. and distributed to new directors.
  • The board of directors stipulated that the Chief Executive Officer shall prepare a regular report for the board of directors to update on the development and succession plans that the Chief Executive Officer and the President prepared in case they could not perform their duties.
  • The board of directors approved the executive development plan by assigning the Chief Executive Officer to report progress of executive development plan undertaken during the year. This plan is considered in parallel to the succession plan.