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 shareholder’s right and has equal treatment towards shareholders providing accurate and sufficient of significant information, in 2017 the Board of Director has considered and reviewed the CG Code to suitable to the company’s 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 t he 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 2017 on 5 April 2017, the company provided sufficient opportunity for shareholders to study the information for 30 days prior to the meeting date and document of the Annual General Meeting were published both in Thai and English languages. 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 2017
  2. Attachment 1: The minutes of the Annual General Meeting of the Shareholders for the Year 2016
  3. Attachment 2: Annual Report for the Year 2016 in CD-ROM format
  4. Attachment 3: Brief Biographies of Directors to be elected as Directors to replaces those retiring by rotation, and Definition of the Independent Director
  5. Attachment 4: Directors remuneration details for the year 2017
  6. Attachment 5: List of independent auditors and auditors’ remuneration
  7. Attachment 6: Guidelines for Proxy Appointment, Registration, and Identification Documents required for attending and voting at the Meeting of Shareholders
  8. Attachment 7: Profiles of Independent Directors for proxy
  9. Attachment 8: Proxy form
  10. Attachment 9: The Company’s Articles of Association with regard to the Meeting of Shareholders
  11. Attachment 10: Map of the meeting venue

The information and document of the Annual General Meeting of the Shareholders for the Year 2017 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 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 2017, 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 2017 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 2017. 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 2017. It could conclude that the company still developed organizing the 2017 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:

3. Roles of Stakeholders

The Board of Directors has stipulated and concerned for all stockholders. Not only follow regulation but also create new policy to reach of good corporate governance, by measuring related to stakeholders include 7 parts as follows:

  1. Employees and families
  2. Customers and creditors
  3. Shareholders
  4. Business partners
  5. Analysts, Investors and Financial Institutions
  6. Competitors
  7. Social, Community and Environment

The Board of Director sets policy on treatment towards stakeholders as follows;

1. Employees and families

The Company sets policy on treatment towards employees as follows:

  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

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

The company sets 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.

6. Competitors

The company sets policy on treatment towards Competitors

The company operates business within the fairness of trade competition. The company will not seek for the competitor’s trade secrets in any dishonest or inappropriate ways also will not perform any management to destroy the competitor’s reputation or discredit the competitors with baseless information which contrary to the company’s business ethics.

7. Social, Community and Environment

The company sets policy on treatment towards Social, Community and Environment

The company’s commitment is to be a part of the sustainable social development. Therefore, the company has founded the “Major Care Foundation” with main achievement is fundraising to help the disadvantaged people in our social and to develop the surrounding society by promoting a lot of social activities to contribute public benefits and educations. The company’s business is to provide the entertainment which has profuse relations with the society. For this reason, to avoid our operations causes an effect on the community, society and environment, the company has given priority to operate business strictly corresponding with the laws, regulations and related standards. The Company provides knowledge and activities to encourage environmental and social responsibilities of management and employees. The company encourages knowledge and environmental protection activities to strength awareness for management and staff.

The company sets policy on treatment towards Intellectual property

The company operates business under the intellectual property law, including copyrights, patents and other specified intellectual properties, such as using the copyright computer programs and software. For this reason, the contributions to be used in the organization must be checked to assure that those contributions will not infringe anyone’s intellectual property.

The company sets policy on treatment towards Human Rights

The company respects to the fundamental human rights which is equivalent for employee and encourages employee to have personal coequal rights, freedoms and equivalences without violation of personal privacy. The company has fair employment and will not participate in any performances against the human rights.

The company sets policy on treatment towards Anti-corruption.

To let the directors, employees and other company’s representatives operate the business on propriety, fairness, integrity, transparency and accountability in accordance with laws and business ethics, the company has defined the anti-corruption policies and regulations to prevent malpractice and corruption. The Board of Directors has assigned the Audit Committee to take responsible to control and report the risk of anti-corruption according to the anti-corruption policies and regulations. The anti-corruption policies and regulations are declared through the company’s code of conduct of complaints regulations, whistle blowing measures and whistleblower protection.

Anti-corruption guidelines

The whistleblower who found out any complaints or corrupt clues should provide complaints or suggestions directly to the company thought the provided channel. The whistleblower should disclose identity to the complaints department which will provide protection and keep all information confidentially. The responsible department will take action in collecting, screening and investigating the received complaints and clues according to the internal processes. In case of the investigation finished and whom the complaint referred is convicted, the suitable penalty will be considered under the company’s policy, regulations, majority votes of subcommittee and other relevant law. The internal audit manager will report cases of corruption to the Audit Committee.

The company has provided the following channel for complaints or suggestions related to corruption:

4. Information disclosure and transparency

4.1 Results of the execution of corporate governance policy

4.2 Remuneration of the directors and the management

4.3 Board of Directors Report

4.4 Roles and duties of the Board of Directors and Committee

4.5 Investor Communication

5. The Board of Director’s Responsibilities

5.1 Policy on Good Corporate Governance

5.2 Structure of the Board of Directors and Committees

5.3 Leadership and vision

5.4 Conflict of interest

5.5 Business ethics

5.6 Balance of power for non-executive directors

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.

The Chairman of the Board of Directors performs his duties and responsibilities as the chairman of the committee including being the chairman of the annual general meeting of shareholders to conduct the meeting properly and transparently. The chairman also provides adequate and equal opportunities for the meeting attendees to question and express their opinions or suggestions as well as letting the attendees to take participation in discussing and voting for the significant issues.

Chief Executive Officer performs his duties and responsibilities in managing the company’s operation; business plan, investment plan and annual budget plan to present to the Board of Directors for approval. The chairman’s duties also include supervising and controlling the company’s policies to achieve the preset goals.

5.8 Role and responsibilities of the Board of Directors

5.9 The Board of Director’s meeting

5.10 Self assessment of the Board of Directors

5.11 Directors and executives development

5.12 New Director Orientation

The company has provided the new director with orientation. The company secretary is assigned to manage and prepare the orientation document, including; general information of the company, company overview, shareholder structure, corporate management structure, director guidelines and meeting agendas to inform the new director about their roles, duties and responsibilities as well as to acknowledge them about the company’s policies and regulations, the comprehension of management and operation and the explication for any inquiries. The company also provided an opportunity for the new director to visit each department for more understanding and preparing for their duties.

5.13 Succession Plan

The company has defined the growth-promoting policies in accordance with processes of career development. The company also manages succession plan for the critical position of organization by considering the criteria of retirement to search for the suitable person for the position with capabilities, experiences, ethics and required qualities in case who unable to perform their duties.


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