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
- 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.
- 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.
- The Board of Directors shall not take any action which
may infringe or limit shareholders’ right.
- 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
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:
- Invitation to the Annual General Meeting of the
Shareholders for the Year 2017
- Attachment 1: The minutes of the Annual General
Meeting of the Shareholders for the Year 2016
- Attachment 2: Annual Report for the Year 2016 in
- Attachment 3: Brief Biographies of Directors to be
elected as Directors to replaces those retiring by rotation,
and Definition of the Independent Director
- Attachment 4: Directors remuneration details for the
- Attachment 5: List of independent auditors and auditors’
- Attachment 6: Guidelines for Proxy Appointment,
Registration, and Identification Documents required for
attending and voting at the Meeting of Shareholders
- Attachment 7: Profiles of Independent Directors for proxy
- Attachment 8: Proxy form
- Attachment 9: The Company’s Articles of Association
with regard to the Meeting of Shareholders
- 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
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
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
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 3 months prior to the Annual General Meeting of
the Shareholders for the Year 2017 or from 31 October
2016 to 31 January 2017. 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
2017. In 2017, none of shareholders proposed meeting
- 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 3 months prior to the Annual General
Meeting of the Shareholders for the Year 2017 or from 31
October 2016 to 31 January 2017. 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 2017. In 2017,
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. Vallop Tangtrongjit, 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
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
- Employees and families
- Customers and creditors
- Business partners
- Analysts, Investors and Financial Institutions
- 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:
- 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.
- The company shall promote and develop employees’
knowledge and skills, for example, by arranging training
and seminar for executives and employees of all levels.
- The company shall fairly and equally treat all
employees, such as in performance appraisal, work record
confidentiality, and employee’s benefits.
- 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.
- The company shall provide safe and hygienic work
environment that enhance work efficiency and
2. Customers and creditors
The company sets policy on treatment towards
- The company creates customers relationship and
cooperation from honesty, reliability and confidence.
- 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
- The company shall build relationship with and treat
creditors with integrity and trust.
- The company shall be responsible and best respect all
conditions agreed with the creditors.
The Board of Directors has formulated policy related to
- 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.
- 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.
- The company shall not take any action that may
infringe or limit the shareholders.
4. Business partners
The company sets policy on treatment towards
- The company is responsible for building good
relationship with every business partner.
- 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.
- 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.
- All information including the news that might affect
investment decision will be provided in the corporate
The company sets policy on treatment towards
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
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
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
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.
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:
- Audit Committee
Major Cineplex Group Public Company Limited
1839, 1839/1-6 Phaholyothin Road Ladyao, Jatujak,
- Call Center at 02 511 5427 ext 114
- The company’s intranet for employees sticky.
4. Information disclosure and transparency
4.1 Results of the execution of corporate governance policy
- In 2017, 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. The company has
disclosed the annual report within 120 days from the ending of the company’s fiscal year.
4.2 Remuneration of the directors and the management
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
- 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.
4.5 Investor Communication
- The Committee of the Company adheres to the policy
of disclosing correct, comprehensive, credible and
sufficient information in a timely and transparent manner.
This practice also applies to the information which may
have impact on stock price of the Company. The Investor
Relations Team was established to serve as the
representative to communicate with institution investors,
stockholders, stock analysts and those in the government
sector. The Company’s website is the main communication
channel to convey information on Company’s profile,
information of the industry, financial information, details of
shareholders’ meetings, the Company’s notification to the
Stock Exchange of Thailand, and news reports which
affect investment decisions. The Company’s website is an
effective tool to enable investors to follow the Company’s
- The Company also prepared a brief investor relations
plan. The plan, which may be changed occasionally upon
appropriateness, features the following details:
- The Company organizes a quarterly meeting with stock
analysts. In case, the analysts seek any other information,
the Company will invite them for meetings with Investor
Relations Team in a case-by-case basis.
- Meeting potential investors (Roadshow) in oversea
at least once a year.
- The Company always strives to disseminate information
for investors by participating in exhibitions held by Stock
Exchange of Thailand, Investment Analysts Association or
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.
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
- 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.
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
- 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
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
- In 2017, 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 2017, At the
end of the year 2016 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 each meeting in 2017 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, and the meeting must have directors
attending the meeting at least 2 out of 3 of the total
number of directors to constitute a quorum, 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.
5.10 Self assessment of the Board of Directors
- The company’s secretary prepared criteria for self
assessment of CG Self Assessment for the Board of
Directors’ and sub-committee to considerate for Board
evaluation and self-assessment at the end of every year to
determine and correct the problem as well as improve the
efficiency and effectiveness. The self assessment as
referred to 6 topics:-
- The structure and qualifications of the Board of Directors.
- Duty and responsibility of the Board of Directors.
- The Board of Directors’ meeting
- Performance of directors.
- Relationships with the management.
- Self-development of directors and management
5.11 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 has 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.
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.