The Board of Directors fully realizes the importance of good corporate governance and unanimously agrees that this would increase the company’s competitive capability and management efficiency, which would give added value to the Company and benefit its shareholders in the long run. Corporate governance will ensure the Company management is carried out with honesty in accordance with the Company objectives and the shareholders’ resolution and will focus on the best interests of the Company and shareholders. On December 17, 2008, the first Amendment of the Corporate Governance Policy was approved. The principle of this Corporate Governance Policy reflects corporate values in strict compliance with the key characteristics of good corporate governance and provides guidelines for the management and staff members to conform with good corporate governance practices and maintain the right of shareholders as a fundamental right under the law.

In addition to the fundamental right of Shareholders under the law, the Company provides pertinent information to the shareholders in a timely manner in order to support their effective decision-making. Apart from the disclosure of information under the Regulations of the Stock Exchange of Thailand, the Company disseminates information through its website and monthly newsletter.

The Company also gives equitable treatment to all shareholders. During the Annual General Meeting of the Shareholders, in order to facilitate attendance, even shareholders who show up late will be allowed to attend and participate in the meeting. All the shareholders attending the meeting will be given opportunity to reasonably and sufficiently give comments or raise questions. It is the Company policy to have the directors and the top executives attend the Shareholders’ meetings in order to reply to the questions raised by the shareholders at the Meeting. At the Annual General Meeting of Shareholders for the year 2008, the meeting was conducted in accordance with the agenda items outlined and delivered to the Shareholders along with the meeting notice, without any change or additional agenda items.

In 2008, the Company posted the information regarding the Annual General Meeting of Shareholders on its website one month prior to the meeting date and such information was the same as that delivered, along with the meeting notice, to the shareholders 14 days before the meeting date. The meeting notice contained the following information: meeting agenda, rationale and opinion of the directors for the proposed agenda, date, time and venue of meeting, and procedures and documents required for registration for the meeting.

With regard to the agenda items proposed for the shareholders’ consideration, the Company provided sufficient information on each agenda item in order to accommodate the shareholders in making a decision for voting. In 2008, the Company informed the shareholders, by including this in the meeting notice, of the channels by which questions in relation to the agenda items to be raised during the Annual General Meeting of Shareholders would be submitted to the Board of Directors prior to the meeting date so that the Board of Directors could consider such questions and give complete clarification to the Meeting. The Annual General Meeting of Shareholders for the year 2008 was held at C.P. Tower Building, Silom Road, Khet Bangrak, Bangkok. To facilitate the attendance of the shareholders, the Company provided snacks and beverage to the shareholders at the registration area prior to the commencement of the meeting. In order to minimize the time consumed for registration of attendance, the Company applied the bar-code system for registration and arranged adequate personnel to check the documentation of each attending shareholder.

Prior to the commencement of the Annual General Meeting of Shareholders for the year 2008, the Company made an announcement on the rules to be used in conducting the meeting, including the voting procedures and methods. In such meeting, there were 18 directors and top executives attending, including the President, Chairman of the Audit Committee, Chairman of the Remuneration and Nomination Committee, Chief Operating Officer and Chief Financial Officer.

As the Chairman and Vice Chairman of the Board of Directors could not attend the meeting, the Honorary Chairman, Chairman of the Audit Committee and Independent Director was appointed to chair the meeting. The shareholders were given opportunities to voice their opinion or ask questions on all issues listed on the meeting agenda, and to elect the directors, individually, to replace the directors retiring on rotation according to the relevant agenda item. With regard to the voting procedure, ballots were used in the cases where shareholders voted against or wished to abstain from voting. During the Meeting, the Chairman of the Meeting provided information and reason to support the decision-making on the proposed agenda items and informed the Meeting of the vote cast for the resolution of each agenda item.

The Minutes of the meeting were recorded and reported. They consisted of two main sections: the first section included general information of the Meeting such as the name list of directors and top executives attending the meeting, the total number and voting rights of the attending shareholders at the commencement and the closing of the meeting and the voting and ballot procedures, and the second section included the information on the agenda items proposed for the shareholders’ consideration as notified in the meeting notice such as the summary of each meeting agenda item, the summary of the questions raised by shareholders and the explanation given by the management on each agenda item (if any). The voting results were recorded with the total number of votes “for,” “against,” and “abstained.”

The Minutes of the Meeting were submitted to the Stock Exchange of Thailand within 14 days from the Meeting date, and published for the shareholders on the Company website.


With regard to sale and purchase of Company shares, the Company instituted rules and regulations in order to protect the internal information from potential abuse, to ensure transparency and to prevent the misuse of undisclosed internal information by directors, executives and employees of the Company. Under the Rules, Requirements and Procedures on the sale and purchase of Company shares, the Company’s directors, executives and all of the employees of Company Secretary Office and Investors Relations Office shall prepare and submit the report on the shareholding and any sales or purchase of shares held to the Company Secretariat for further submission to the Securities and Exchange Commission, as the case may be, within the period of time prescribed in the relevant laws and regulations. In this regard, the Company Secretariat is assigned to report the changes of shareholding of the directors and executives to the Board of Directors quarterly. In addition, the Company continuously provided information on the rules and regulations of the Company’s internal information to the directors, executives and employees at each level for awareness of their duties and responsibilities under such rules and regulations.

The Board of Directors closely guards its business operation in order to avoid conflicts of interest by setting up committees and sub-committees in accordance with good corporate governance and encouraging employees at each level to honestly perform their duties and to abide by the business ethics. In the case that any director has a conflict of interest in respect of any agenda item of the Board of Directors’ meeting, such directors shall not be allowed to participate in the consideration or decision-making on such agenda item. In the supervision of entering into transactions with the connected persons, the Board of Directors approved in principle transactions, which are normal business transactions or supporting normal business transactions thereof under general commercial conditions, made between the Company or its subsidiaries and the directors, executives or connected persons of the Company or its subsidiaries, while other transactions shall be made in accordance with the requirements notified by the Committee of Capital Market Supervision.

Additionally, in order to provide the equitable treatment of each shareholder, the Company takes the following actions while holding a shareholders’ meeting:

 

The Company has the policy to serve all stakeholders, including shareholders, suppliers and service providers and customers on the basis of honesty, fairness and transparency. The Company will not seek any personal profit which may cause conflict with the Company’s or the stakeholders’ interest, nor divulge confidential information on business relations with the stakeholders. The Company has taken the following measures in to better serve its stakeholders:

 

In order to ensure that fair treatment is provided for each group of stakeholders in accordance with their rights and agreements made with the Company, the Board of Directors has prescribed the Code of Conduct in dealing with each group of stakeholders as follows:

Shareholders:

 

Employees:

  • Establish a human resource management policy on the basis of good supervision and management, fair and gentle treatment and creating opportunities to employees at each level and appropriate reward. In addition, the CEO Website has been created as a channel of communications for the CEO to disseminate Company policy, vision and objectives to the employees, and to receive comments, suggestions or grievances of employees to be brought directly to the attention of the CEO for timely investigation. The names of employees who submit such information will be kept confidential;
  • Establish a program for employees’ health and safety and provide medical welfare and insurance against accidents for employees;
  • Respect the employees’ right of privacy and keep the employees’ personal data confidential;
  • Provide training to improve the employees’ skill and performance;
  • Provide a reasonable remuneration and welfare system which is compatible with that of other domestic entrepreneurs in the same industry; and
  • Regulate the Code of Ethics for Employees which includes the prohibition of receiving bribes or other incentives in violation of the law or the Company’s Rules and Regulations, or waive any indecent business requirement, and regulate the Code of Conduct for executives and employees in order to comply with the Company’s values, ethics and accountabilities for Company stakeholders, so as to standardize the performance of executives and employees on the basis of integrity. The Code of Conduct and the Code of Ethics will be published for the executives and employees for compliance and their compliance will be regularly monitored.

Customers

 

Traders

 

Trade Competitors

 

Creditors

 

Community and Society

 

In order to ensure that the Company’s material information shall be disclosed completely, transparently and in a timely manner, the Board of Directors is required to undertake the following measures:

 

As of December 31, 2008, the Board of Directors consisted of 14 members. There under four independent directors, five management directors and five non-management directors. The Chairman of the Board of Directors and the President were two separate persons. In order to ensure that the structure of the Board of Directors is compatible with the Company’s business operation, as well as to illustrate the framework, duties and responsibilities of the Board of Directors which will enhance the efficiency of the Board of Directors performance, the Board therefore set up the following requirements:

Structure of the Board of Directors

 


Duties and Responsibilities of the Board of Directors

 


Board of Directors’ Meeting

 


Evaluation of the Board of Directors Performance

  • The Remuneration and Nomination Committee will evaluate the Board of Directors’ performance annually and report the evaluation result to the Board of Directors.
  • The Board of Directors will conduct a self assessment at least once a year and the Chairman of the Board of Directors will be responsible for this evaluation.

Directors’ Remuneration

  • The policy and requirement of directors remuneration is set out by the Board of Directors, based on performance in the same industry, experience, duties, roles and responsibilities and potential benefits gained from each director. The directors who are assigned additional tasks shall be entitled to a raise of remuneration as it is deemed appropriate.
  • The Remuneration and Nomination Committee will annually consider and propose the determination of director’s remuneration to the Board of Directors for further approval from the Shareholders’ Meeting.

 

  • The Board of Directors Meeting is scheduled to be held at least once a month and the meeting dates shall be scheduled in advance annually. However, if it is deemed necessary, the meeting dates can be rescheduled. Each director will be notified of the meeting schedules and has the duty to attend every meeting. In the case of inability to attend any meeting, such director shall give notice and reason of the absence to the Company Secretary prior to such meeting and the Company Secretary shall deliver the minutes of such meeting to the absent director.
  • The President, together with the Chief Financial officer and the Company Secretary, will review the matters to be included in the agenda of the Board of Directors Meeting prior to the submission of the agenda items to the Chairman of the Board of Directors for approval. Each director is entitled to propose the matters to be included in the Meeting agenda.
  • The Company Secretary will prepare and deliver the relevant information required for the Board of Directors Meeting along with the meeting notice to each director no less than seven days prior to the meeting date for review and consideration.
  • At any Board of Directors’ Meeting, the management executive(s) who is directly responsible for the issues to be raised in the Board of Directors’ meeting will be invited to attend and present a report in respect of such issues. Every director is given an opportunity to discuss, share opinions and make an independent decision on the subject matter. Additional information may be requested from the Company Secretary or advice may be requested from independent consultants as it is deemed appropriate.
  • In the case that any director has a conflict of interest on an agenda item raised for consideration, such director shall immediately inform the Board of Directors of such conflict of interest, and will not participate in the decision making of that agenda item.
  • The non-management directors may hold meetings in order to discuss the matters among themselves, as it is deemed appropriate for the Company’s management, without the attendance of the management. The minutes of such meetings shall be submitted to the Board of Directors’ Meeting for acknowledgement.

  1. Perform duties in accordance with the law, the Company objectives and Articles of Association and the resolutions of Shareholders’ Meeting, and with accountability, care and integrity.
  2. Set out the main policy with respect to business operation and the policies in finance, fund raising, fund management and risk management for the Company, and supervise the management to perform its duties efficiently and effectively under such policies.
  3. Consider and approve the Company’s objectives, strategy and business plans, and monitor the operational results as set out by the approved plans.
  4. Consider and approve important matters which are required by relevant laws or the Company’s rules and regulations to be granted approval by the Board of Directors or the Company’s Shareholders Meeting.
  5. Set up the internal audit system for the operation, financial reports and compliance with the laws and the Company’s Rules and Regulations. The Internal Audit Office is assigned to inspect and monitor compliance with the internal audit system and report to the Audit Committee. The Board of Directors will make an annual assessment on the adequacy and appropriateness of the internal audit system and include its opinion in the annual report.
  6. Make an assessment on compliance with the supervision policy and revise such policy at least once a year.
  7. Appoint the managing director and supervise and monitor the performance of the President in accordance with the Company’s supervision policy within the framework of duties authorized by the Board of Directors. Make an annual evaluation of the Managing Director performance in order to support the determination of the Managing Director remuneration.
  8. Appoint the Company Secretary to be responsible for the matters as required by the law. At the Board of Directors Meeting dated August 27, 2008, the Board of Directors resolved to appoint Miss Patchara Chartbunchachai to be the Company Secretary.
  9. Appoint the Audit Committee, the Executive Committee and other sub-committees in order to assist the Board of Directors in supervising the Company’s business undertaking to achieve the Company’s objectives. Majority of the sub-committees consist of independent directors, and the Chairmen of sub-committees are all independent directors.
  10. Set up the director and management development plan and succession plan

  • Composition of the Board of Directors
    The Board of Directors shall consist of at least 5 directors and at least one-third of all the members of the Board of Directors shall be independent directors, and there will be no not less than 3 independent directors. In addition, the Chairman of the Board of Directors shall not hold the office of Chairman or member of any sub-committees, and shall be a separate person from the President. As of December 31, 2008, the Company has four independent directors, which is less than the proportion of one third of all directors; as a result, the Company will appoint additional independent directors within the Annual General Shareholders’ Meeting for the year 2010, so as to have the number of independent directors of at least one-third of the number of directors.
  • Qualifications
    Every director has experience in his respective field, which will be beneficial to the operation of the Company. Each director shall possess good understanding of business obstacles and have the abilities to solve problems and create a competitive advantage as well as provide insight in handling important risks. All the directors’ qualifications shall meet the criteria set forth by the law governing public limited companies, the law governing securities and exchange and the notifications of the authorities supervising companies, and no director shall possess any disqualification as prescribed therein. In the case of independent director, such director shall be qualified under the notifications set forth by the Committee of Capital Market Supervision.
    Upon joining the Board, each director is provided important information on the Company, the rules and regulations specifying the roles and responsibility of the Board of Directors, laws, regulations, and conditions of being a director of a public listed company and a thorough briefing and tour to observe the Company’s various businesses and operations.
    In the case that any director holds the office of director or executive in another company which is not a Company subsidiary or associate, such director shall report the holding of such office to the Company.
  • Term of Directorship
    At each Annual General Meeting of Shareholders, one-third of all directors who have held the longest term in office shall retire. If the Board cannot be divided into 3 groups, the nearest number to one-third of all directors shall retire from office. A retiring director can be re-elected to the Board under the approval of the Shareholders Meeting. The term of each director is 3 years. In the case that the office of director is vacated for any reason other than retirement on rotation, it is required that the Board of Directors elect a qualified person to fill the office, except if the term of such directorship remaining is less than two months. Such newly elected director shall hold the office only for the remaining term of the replaced directorship. However, the appointment of such director must be approved by the votes cast of at least three-forth of the number of the remaining directors.
  • Supervision
    The Board of Directors has the duty to supervise the performance of the operation of the Company in accordance with the Company’s objectives, strategy and the operational plan approved by the Board of Directors, in order to benefit the best interest of the Company and all stakeholders. The Board of Directors will assign the authority, duties and responsibilities of routine managerial tasks to the managing director and this assignment shall be clearly separated from the authority and duties of the Chairman of the Board of Directors. The Board of Directors may appoint various sub-committees to supervise specific areas of operation, and employ experts or advisors from outside in order to give opinion or advice in respect of the Company business operations, as it is deemed appropriate, at the Company’s expense.
    In the case that the Managing Director or any top executive holds the office of director in any company other than that as assigned by the Company, such officer shall report the holding of such office to the Company.

  • disseminate the report on the policies of good corporate governance and environment and social protection, as well as the outcome of compliance under such policies through various channels such as the Company’s annual report or website;
  • prepare and report the Company’s financial and general information to the shareholders and general investors accurately and completely. The report on the Board of Directors’ accountability, the financial report and the auditor’s report shall be included therein;
  • disclose the roles and duties of the Board of Directors and those of sub-committees, the number of the Board of Directors’ meetings and the number of the attendance record of each director in the preceding year as well as their opinions on in the performance;
  • disclose the policy of remuneration for directors and executives according to their individual duties and responsibilities. Such disclosure shall include the remuneration obtained by each director as a director of the Company’s subsidiaries;
  • disclose the Company’s material information, both financial and non-financial, accurately, completely, timely, transparently and in accordance with the requirements notified by the relevant authorities;
  • set up an Investors Relations Office to disseminate the Company’s financial information and general information to the shareholders, financial analysts, investors and other Company’s stakeholders and to be a channel of communications for the shareholders and investors. This Office was established in 1999 and functions under the direct supervision of the Chief Executive Officer. One of the activities of this unit is to organize annual meetings with financial analysts, and domestic and foreign investors. In the past years, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and other top executives participated in these meetings; and
  • disclose the Company’s information through the Company’s website, which is available in both Thai and English version in addition to disclosure through the Office of the SEC, or the Stock Exchange of Thailand. This website is also linked to the website of the Stock Exchange of Thailand.

  • Have a strong intention, as an organization which is accountable to local, national and international society, to create activities which benefit the development of the communities and societies;
  • Have strong intention to take necessary measures to protect the environment and reduce pollution which deteriorates the environment;
  • Give priority to political activities and political participation, and to recognize the political right and freedom of the employees as their private right, but refrain from giving any political support under the Company’s name; and
  • Set up a Safety, Health and Environment (SHE) Committee to be responsible for all relevant activities.

  • Set up a system to monitor and control strict compliance under the obligations to creditors with the awareness of the Company’s reputation.

  • Operate the business under the rules and ethics; and - Set up a system to monitor and prevent the unlawful acquisition or abuse of trade competitors’ confidential information.

  • Set up the rule of fair and equitable treatment for all traders in business operation;
  • Set up regulations on procurement by selecting the sellers, parties or counsel on the basis of maximum benefit to the Company and fair, unbiased and transparent recruitment. The Employees shall be prohibited from receiving any benefits from recruited traders; and
  • Set up a system to monitor and prevent the disclosure or abuse of traders’ confidential information.

  • Set up a system to monitor and control the process of production or product supply in order to supply quality merchandise to customers, and regularly update the technology of production and quality control;
  • Set up a system to control the strict, honest and regular compliance under the agreements made with customers;
  • Set up a system to control the maintenance of customer’s confidential information, as if it were the Company confidential information; and
  • Set up a Call Center in order to receive comments and complaints in respect of the Company merchandise. Complaints will be sent to the respective department for verification and correction as soon as possible.

  • Organize the efficient nomination process in order to recruit qualified persons to be appointed as Company directors and assign the Remuneration and Nomination Committee to be responsible for this process; and
  • Disclose the Company financial information and other matters in a sufficient, transparent and reliable manner and set up an Investor Relations Office to be a channel of communication between the shareholders and the Company and a source of data for the Company business.

  • Provide indemnification to the stakeholders who sustain damage from encroachment by the Company, as prescribed by the law of the stakeholders;
  • Provide channels to receive indications or complaints in respect of violation of law or ethics through independent directors or the members of Audit Committee; and.
  • Give direction for necessary actions to be taken after an indication has been received, by assigning internal investigation and reporting the outcome to the Board of Directors.

  • Give opportunities for the shareholders to propose matters to be included in the Meeting agenda and to nominate qualified persons for the election of directors, as well as to submit the relevant questions on the agenda items prior to the meeting date. In this regard, the Board of Directors has regulated the requirements of submission, including the channel and schedule for submission, which has been posted on the Company website;
  • Provide a proxy form in which the shareholders can give comments on their votes and authorize either the Chairman of the Audit Committee or a member of the Audit Committee as their proxy in the case where the shareholders cannot attend the meeting in person. The proxy form and relevant documents shall be submitted through the Company Secretary Office; and
  • Prevent the addition of agenda items without prior notice being given by the shareholders who are the Company executives.