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ABOUT CPF
ABOUT CPF
CPF operates integrated agro-industrial and food business with its objectives to provide products in high quality and environmentally and socially responsible manner.
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BUSINESS
Business
CPF is committed to providing high quality products that are nutritious, tasty, safe and traceable.
Overview
GOVERNANCE
Corporate Governance
Continuously develop and achieve business growth goals and fulfill the commitment to sustainable long-term value. Go with all stakeholders.
Overview
our mision
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The company is still working hard to raise its competitive edge. For continued growth
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ENGLISH
Due to the constantly socio-economic and environmental changes, the Company puts emphasis on the effective risk and business continuity management. This helps the Company achieve our goals with success, and increase the ability to adapt and prepare for new challenges at all time.
The Company has prescribed its enterprise risk management framework for use in operation by referring to international standards.
CPF Risk Management Framework
2018 Significant Risks and risk management strategies
1. EMERGING RISKS
Disruptive Innovation
At present, the technological advancements and creative thoughts have created innovations all the time, including new business models or new patterns of goods which can meet consumers’ requirements; whereas, modern consumers have been ready for changes or trial of new things; therefore, new businesses or goods had more opportunities of sale; and these innovations may affect business models or quantities of needs of goods manufactured by the Company.
Risk Management
The Company has been aware of trends of consumers’ behavior changes and has envisaged consumers’ readiness for changes and trial of new things; therefore, the Company expected that there would be increasing competitions on innovation of manufacturing of goods in markets, and has been prepared by:
  • Implanting the corporate value of Innovativeness for improvement, creation and invention of innovation for sustainability in terms of development of procedures, goods and services;
  • Promoting the working atmospheres which urged thinking, experimenting and learning;
  • Providing special projects so that personnel with knowledge and abilities shall participate in developing new businesses and experimenting for outcomes before launching to markets;
  • Establishing the Food Research Department to apply the research results for extension to food development;
  • Establishing a unit for development of goods such as meats and products from animals and foods for diversification of goods and alternatives for consumers;
  • Organizing personnel training for understanding of disruptive changes as foundation for extension of new ideas.
Cybercrime
Patterns of business operation of the Company have been increasingly dependent on technologies, and automatic systems have been applied to the production processes, and work systems have been applied to help improve the work efficiency, and internal and external work systems and databases have been linked. Therefore, computer networking systems and database of the Company may be invaded by third parties with aims to steal significant data of the Company, customers and employees or to destroy the computer security system which may affect the business operation, credibility and reputation of the Company.
Risk Management
The Company has envisaged potential impacts, in case, work systems have been disrupted or significant data, particularly the data which affected the competition such as recipes, list of customers, strategic plans or data of employees, has been leaked to non-related parties; therefore, the Company has taken actions in the following matters:
  • Promulgated the policy and standard on information security;
  • Organized the information classification of each unit and also organized training on principles and practice on organization of information classification since employees have started their works;
  • Communicated the appropriate practice to the Company’s employees relating to system operation, information management, including the detection of virus spreading or improper emails;
  • Selected and developed the work systems by taking account of the system security as per the international standards;
  • Inspected the network access by non-related parties and continuously verified the security system in cooperation with external consulting companies.
2. STRATEGIC RISKS
Climate Variability
The world’s temperatures tended to increase because the population increase, economic expansion and technological advancement caused the greenhouse effects and climate change, and such condition became crisis encountered by food and agricultural industry and huge challenges of business operation on the supply of quality raw materials of animal feeds as prescribed with adequate quantity to the demands and at proper prices, or animal husbandry in variable climate; and improper management thereof may affect the cost of production and efficiency of animal husbandry.
Risk Management
The Company’s business operation shall take account of negative environmental impacts throughout the processes with aims to mitigate environmental impacts and to protect the biodiversity; therefore, the Company has taken actions in the following matters:
  • Developed the security of supply of agricultural raw materials, including the follow-up of balance of demand and supply of raw materials, research and development for searching of alternative raw materials and promoting potentials of partners of agricultural raw materials;
  • Developed the products by giving importance to the creation of economic, environmental and social value of products, and quality and safety of foods such as products with carbon footprint labels, carbon footprint reduction labels or water footprint reduction labels, etc.;
  • Reduced the use of plastics produced from polyethylene terephthalate (PET), and used bio-degradable polylactic acid (PLA) packages produced from plants;
  • Developed the internal management process by applying “4Rs Principle” (Reduce-Reuse-Recycle-Replenish) under CPF Safety Health Environment and Energy Standard (CPF SHE&En Standard), including the determination of goals and indicators such as reduction of the quantity of energy consumption per production unit, reduction of quantity of greenhouse gas emission, reduction of the quantity of wastes disposal to landfill and incineration per production unit;
  • Evaluated potential risks and opportunities from the conduct of scenario analysis as per advice of the Task Force on Climate-related Financial Disclosure (TCFD);
  • Supported the activities of reduction of greenhouse gas emission of public sector.
Quantity and Adequacy of Water
The world has continuously encountered the crisis of water scarcity and resulting in more severe and frequent situations of drought. Therefore, the Company’s business operation which required the use of quality water sources may be affected by the increasing cost of water treatment to meet the required quality standard and the cost of water purchase for its use therein.
Risk Management
With the significance of water resources which affected the continuity of agro-industrial and food businesses, therefore, the Company has given the importance to water source development and management in all processes of its business operation, including:่
  • Selection of locations of workplaces based on the consideration of risks of necessary utilities;
  • Evaluation of water stress areas with the global water tools of the World Business Council for Sustainable Development (WBCSD) conducted in every workplaces of the Company and extended to locations of its business partners with high quantity of water use, including determination of guidelines for management thereof;
  • Admissibility of concerns of the community relating to water use; and application thereof to the provision of water risk management plan;
  • Determination of performance indicators with aims to reduce the quantity of water use, for examples, the quantity of water use per animal per day, percentages of reused treated water in non-production process in processes not related to the production, etc.;
  • Development, conservation and restoration of watershed forests through implementation of projects such as CPF Rak Ni-Ves Project, Pasak River watershed - Khao Phraya Doen Thong.
Human Rights in the Supply Chain
Respects of human rights, non-use of slave labour, forced labour and labour from human trafficking have still been issues to which all activities in the supply chain shall give importance and shall comply in accordance with the universal principles; but the supply chain in the production and distribution of goods and services to consumers involved a lot of parties such as farmers, raw material trading partners, manufacturers of animal feeds, animals, foods, carriers and distributors, etc.; whereas, some of the related parties may not comply with the principles of human rights and may affect reputations and images, including distribution of goods of the Company.้
Risk Management
Forced labour and foreign workers in the supply chain, health, safety and well-being of employees and contractors in workplaces are salient human rights issues. Therefore, the Company had been committed to managing such issues continuously throughout the supply chain, starting from:
  • Promulgation of human rights policy;
  • Human rights due diligence process;
  • Transfer of Sustainable Sourcing Policy and Supplier Guiding Principle for business partners, as well as training, educating and supporting of business partners for self-assessment on sustainability;
  • Conducting assessment of main business partners on sustainability and supplying agricultural raw materials from responsible sources;
  • Taking care of health, safety and environment in workplaces according to the laws and standards;
  • Promoting employees with participatory operation and respects for difference and treatment to employees and workers on the basis of equality and fairness.
Provided that operations on human rights of the Company are in accordance with international standards, for examples:
  • Requirements of the International Labour Organization (ILO);
  • Requirements of UN Global Compact;
  • UN Guiding Principle on Business and Human Rights (UNGP);
  • Related laws, rules and regulations in all countries that the Company has accessed for business operation.
Investment and Operation
During the past few years, the Company has mainly emphasized the expansion of overseas investment in businesses of manufacturing of animal feeds, animal husbandry and business of production of foods for consumption with objectives of expansion of production base and reduction of problems on rules and regulations of trading partner countries towards Thailand, which was the main production base in the food business of the Company; therefore, for the sake of challenging as from the investment decision making until generation of incomes and benefits of the business which may have different factors affecting the decision-making on investment or failure to receive the expected compensation such as economic condition, policy changes of the public sector, intense marketing competition, etc.
Risk Management
The investment decision making of the Company shall be filtered by a committee prior to the decision making for operation based on the connection or conformity with existing businesses of the Company, worthiness of investment, appropriateness of periods of time, sources of investments, including laws of such countries; and in case of merger and aquisition, there would be additional due diligence processes to provide in-depth audit in various aspects such as laws, accounting and finance, and business value of the Company for use as supporting data for decision making.
Moreover, the Company has determined the operational strategies and goals in each country and has followed up the operational results from time to time for evaluation the performance and review of strategic plans and operations as targeted.
3. OPERATIONAL RISKS
Product Quality and Safety
At present, consumers have become more selective on quality and safe foods, including healthcare products and have emphasized the consumption of fresh and least-processed foods other than their tastes, diversity and convenience. According to the trends of these consumers’ behaviours, it has become challenging in the manufacturing and distribution of goods of the Company to meet those demands of consumers in terms of quality, safety, nutritional value and deliciousness concurrently. Moreover, the public sector has increasingly enacted laws on foods in order to upgrade the quality and safety of foods distributed locally as well as laws on consumer protection. Therefore, in case, the quality and safety of goods of the Company failed to meet legal requirements or customers’ expectations, then, the goods may not be sold and its reputation may be impaired and the Company’s operating results may be affected.
Risk Management
The Company intended to upgrade the quality and safety of its goods throughout processes for good health of consumers by developing its goods and services to keep up with changes through production-related activities until its goods and services have been delivered to consumers, as follows:
  • Promulgated the policy on responsible use of antimicrobial and CPF quality policy;
  • Committed to researches and development of animal feed innovation, animal husbandry and production of foods for consumption, including production of products for better health and well-being;
  • Conducted researches and development by taking account of quality and safety, and consumers’ demand and conformity with legal requirements;
  • Applied international standards on quality, and developed CPF Food Standard as one system throughout the supply chain;
  • Strictly complied with standard of animal welfare to protect health of humans, animals and the environment under the principle of “One Health”; Used the foreign material detector in the production process and audited the quality of goods;
  • Used the foreign material detector in the production process and audited the quality of goods;
  • Developed the faster and more accurate digital traceability system;
  • Provided the complaint handling system and determined the period of handling thereof as per degrees of violence of incidents;
  • Communicated the clear and adequate data of products through media and on product labels;
  • Developed the product recall plan to support the critical cases of detection of problems on goods.
Animal Epidemics / Animal-to-Human Epidemics
Animal epidemics are still incidents which may cause damage to the business of animal husbandry and the business of animal feeds. At present, diseases found included diseases which could be managed or some diseases are in the process of management such as Early Mortality Syndrome (EMS), Enterocytozoon Hepatopenaei (EHP), etc. Meanwhile, some diseases were found spreading in other countries which required surveillance and close monitoring of the situation of spreading such as African Swine Fever, etc., because if the disease could spread into Thailand, it would definitely cause damage to the industry and would affect the Company’s operating performances.
Risk Management
The Company had its internal management system, including the follow-up of information on diseases, exploration and researches on factors of pathogenesis, animal breed development for resistance to diseases, design of animal husbandry system with proper environment, provision of proper quality animal feeds to each period of animal growth and additional use of outbreak alert system, which would enable operators to promptly increase measures on preventive management; and in case, any outbreak was found, the Company had its management plan to cope with critical situations.
Moreover, the Company cooperated with public sector and industries to give opinions and supports to operations to deter the spreading of diseases found in other countries; however, such outbreak was not found in Thailand.
Efficiency of Supply Chain Management
Effective supply chain management would enable consumers to receive quality goods in the required quantity and periods of time; but in the Company’s supply chain, there were several groups and a lot of internal and external related parties; therefore, the management for common goals of all parties and compliance with their respective roles would be challenging for the Company to integrate cooperation from all parties because, in case, no proper operation could be conducted, it would possibly affect the quality and safety of goods, worthiness of use of resources, and sustainability of the supply chain.
Risk Management
The Company has been committed to the effective supply chain management for sustainable growth by taking actions in the following areas:
  • Cooperation with farmers and business partners: The Company has shared its Sustainable Sourcing Policy and Supplier Guiding Principle to business partners concurrently with the giving of knowledge on best corporate practice and international standards to business partners as well as self-assessment of main business partners, including audit, with the aims that all main agricultural raw materials shall be supplied from responsible and traceable sources; Moreover, the Company has also implemented projects with the public sector, business partners and networks of farmers to create sustainability in the supply chain; for examples, self-dependent and sustainable corn farming project for promoting the knowledge on correct cultivation under agricultural product standards, participation in driving the Seafood Task Forces for sustainable seafood supply chain, etc.;
  • Internal management in the capacity of manufacturer: The Company has restructured its management and has also developed its strategies and determined its key performance indicators (KPIs), and continuously improved its working processes and has also applied new technologies to support the business for effective and proper cost management;
  • Logistics: The Company had logistics department to supervise the transport of goods by outsourcing an external transporter to do so; whereas, the Company had its criteria for consideration and selection thereof and determined the standard of operation to be complied by the transporter during the transport of the Company’s goods.
Volatility of Commodity Prices
1. Volatility of Prices of Raw Materials used in the Production of Animal Feeds
The public sector has recently determined more policies on raw materials for production of animal feeds; for examples, determination of proportions of import of wheat to corn for animal husbandry which required domestic purchase, determination of import tax on fish meal and soybean meal, soybean meal price guarantee, etc., resulting in the increasing cost of animal feeds from the increasing prices of raw materials which affected the competitiveness in the world markets. Moreover, issues of trade disputes between USA and China might be another cause of such volatility of commodity prices.
During 2017-2018, the average prices of raw materials used in the domestic production of animal feeds were as follows:
Unit: (Baht/Kilogram)
Types of Raw Materials
Domestic Average Price
2017
2018
Corn 8.2 9.8
Soybean meal 15.9 16.5
Fish meal 32.8 41.0
Risk Management
The use of good raw materials in the production of animal feeds would affect the quality of animal feeds, quality of meats and quality of foods for consumption that the Company has produced and sold throughout the supply chain; therefore, the Company has given the primary importance to the quality of raw materials and has given the secondary importance to the issue of prices to be managed by the Company, as follows:
  • Accurately planned the demand for each type of raw materials of animal feeds so that such data shall be used in the purchasing planning;
  • Developed experts on the purchasing and sourcing of raw materials of animal feeds, including system of prediction of quantity of existing raw materials worldwide;
  • mplemented the policy on primary purchasing of raw materials from domestic sources of production, particularly in areas where animal feed factories were located, thus, to reduce expenses of transport;
  • Developed trading partners through the provision of know-how on production for improvement of quality of products;
  • Conducted researches on alternative raw materials.
2. Volatility of Prices of Live Animals and Processed Meat
The non-conformity of quantity of live animals and meat products with the consumers’ demand would result in the volatility of prices but it was not easy to predict the total supply in the world market due to several related factors such as epidemics, natural disasters or business expansion in industries. According to such factors, in case, the Company was unable to properly manage the quantity of live animals and meat products, it would affect the Company’s operating results.
Risk Management
The expansion to the business of processed foods and ready-to-eat foods was a strategy used by the Company to manage the volatility of prices of live animals and meat products; whereas, the Company was able to create value added to its products and to provide increasing alternatives to consumers. The Company has given the importance to the analysis of markets and consumers’ demand to know the trends of demand of goods. Then, the Company has used such data in the research and development of goods for differentiation from its competitors in terms of quality, safety and nutritional value so that the Company’s goods shall be needed by consumers.
Moreover, the Company also had to manage the total quantity of meat products by jointly determining the plans of sales, production and business expansion in accordance with the market demand, thus, to reduce impacts on the volatility of sale prices.
Personnel
The Company has operated its businesses locally and overseas and targeted on its overseas business expansion; therefore, quality personnel would help create competitive advantages and sustainable growth of the Company; however, in the current rapid-changing business situations and personnel in different age groups, races, religions and corporate cultures, the Company needed to provide proper personnel management, including the recruitment and selection, development and management of wages and retention of personnel so that the organization shall be able to become a leader and to create happiness to employees; however, in case, the Company was unable to provide proper personnel management, it would affect its competitiveness and business expansion.้
Risk Management
Personnel management was a delicate issue to which the Company has given the importance in all processes for recruitment of talents in accordance with the corporate culture of “CPF Way” and for attainment of goals of the organization, starting from:
  • Providing organizational structure and demand of employees in each work unit;
  • Recruiting and selecting personnel to be proper to the nature of work and corporate culture;
  • Developing know-how, skills and abilities; enhancing the learning opportunities through in-class training and seminars and on-the-job training and online learning;
  • Providing welfare and career path and wages in accordance with the job value and assigned duties;
  • Treatment of personnel, expectation management and equal and fair response to demands;
  • Managing the differences and diversities so that personnel could work together smoothly;
  • Creating opportunities for sharing of ideas and providing safe working environment to create employees’ happiness and engagement.
Corruption
The public sector has promulgated the Organic Act on Counter Corruption which specified charges for both givers and recipients of bribes; therefore, the Company, in the capacity of a juristic person, needed to comply with such promulgation; and in case, the Company failed to comply in accordance therewith, it would result in the violation of laws, loss of reputation and penalties.
Risk Management
The public sector and the Company had their common goal to eradicate corruption problems which incurred unnecessary costs; therefore, the Company has taken actions in the following areas:
  • Promulgated the anti-corruption policy and the good governance policy;
  • Implanted “honesty”, one of the corporate values of “CPF Way” to directors, executives, employees and workers;
  • Designed the work and disbursement systems concisely and properly to the operation;
  • Collected the list of license; and the process of application, period of operation and supporting documents required, including planning, shall be proper to the required periods of time;
  • Assessed the risks caused by the non-compliance with requirements of government units and determined additional measures for management thereof;
  • Supervised the operation by supervisors, audited the disbursement by the Accounting and Finance Department and the Internal Audit Department;
  • Opened channels for notification of data, clues, complaints or recommendations through the Company’s website.
Volatility of Financial Market
In 2018, the world economy tended to recover obviously, particularly in USA where the unemployment rates decreased; however, there was volatility of the financial market resulting from the concerns on trade disputes between USA and China; moreover, the Federal Reserve Bank has adjusted the policy interest rates, totally 4 times; whereas, those factors resulted in the fluctuation of exchange rates for THB-USD conversion and the increasing cost of fundraising in the financial market; therefore, the Company has considered the appropriateness of the management of exchange rates and interest rates since the majority of the Company’s revenue was in foreign currencies, including revenue from sale of overseas businesses, revenue from export of goods of businesses in Thailand, as well as dividends from investment, etc. In addition to its revenue, the Company also had its expenditure in foreign currencies incurred from the purchasing of raw materials, import of supplies, machines and some parts of equipment, including expenditure for foreign investment. Moreover, some parts of loans were in foreign currencies; therefore, the Company needed to manage its revenue and expenditure properly, and to manage the cost of borrowing for reduction of the above-mentioned impacts. In 2018, CPF and its subsidiaries in Thailand had the total value of export of goods, amounted to Baht 33,520 million or equal to 6% of the total income from sale, and had the value of import of raw materials amounted to Baht 25,566 million or equal to 5% of the total cost of sale.
Regarding the management of interest burden, as of December 31, 2018, the Company had the debt-to-equity ratio of 1.68 times; whereas, in the total amount of debts, some parts thereof were incurred from the borrowing from financial institutions and issuing of financial instruments and resulted in expenses in terms of interest expense; and it was predicted that the interest rates tended to increase in the future. Therefore, the Company had to consider alternatives of fundraising, patterns of compensation payment or periods required for fundraising in order to incur interest burden at a proper level and in accordance with the Company’s policy.
Risk Management
The Company has provided the Accounting and Finance Department as the main unit responsible for financial management and planning, as well was giving of advice to functions relating to the receipt and spending of money in foreign currencies. Moreover, the Company has determined its policy on risk management in foreign exchange rates with emphasis on non-profit making, including diversification of risks from the receipt and spending of money in foreign currencies to multiple international currencies, as well as measures on management of incomes and expenses in foreign currencies (natural hedge). Regarding the management of interest rates, the Company would borrow money mostly with the fixed interest rates; as a result, the Company has realized the actual expenses incurred; however, the Company also borrowed money with the floating interest rates. As of December 31, 2018, the Company had loans with the floating interest rates amounted to Baht 60,099 million or equal to 18% of the total amount of loans. In case, the interest rates increased by 1%, the Company would have additional burden of interest expense amounted to Baht 601 million. Moreover, the Company has also determined its policy on the debt-to-equity ratio as per the consolidated financial statements and has strictly complied with the said policy, and also had its careful decision making, and has therefore assigned the Accounting and Finance Department to monitor the situation of interest rates and to collect and analyze data from reliable sources; provided that the Committee or its authorized person shall be obliged to make decision on any alternatives; and such obligations have been clearly determined in the Policy and Financial Procedures.
Though the Company has determined its framework of management of financial volatility, in practice, its handling measures may not reduce the financial volatility to the level acceptable to the Company; therefore, the Company may increase the use of financial derivatives in the management of volatility of exchange rates and interest rates; whereas, the use of these financial instruments must be operated by the responsible person and approved by the authorized person only.
Legal and Regulatory Risks
The Company has operated its businesses both in Thailand and in foreign countries, and has also exported its goods for worldwide distribution. Compliance with the laws of each country was regarded as the basis of business operation; whereas, at present, each country has enacted new laws and amended the laws more often, and sometimes, the enacted laws might be unclear and needed interpretation. The use of foreign languages in the laws of such foreign countries might limit the understanding. These factors challenged the operations of the Company, and the Company needed to study and keep up with those changes and to comply with them accordingly so that the Company would still receive privileges on business operation, and the Company needed to reduce risks from breaches of laws which may result in payment of fines, temporary closure of workplaces or revocation of licenses.
Moreover, the current trading partner countries of the Company have issued trade regulations to protect their domestic industries or well-being of people in terms of determination of tariff barriers and non-tariff barriers such as determination of quotas and stricter standards of goods; as a result, the Company may have expenses in the production and handling of goods throughout the supply chain, which would affect its sales and competitiveness.
Risk Management
The Company had its central departments such as Compliance Department, Department of Occupational Health, Safety, Environment and Energy, Regulatory Affair Department, Quality Assurance Department, etc., which shall be obliged to monitor related specific laws and to communicate with operators, with objectives, as follows:
  • To monitor laws and regulations;
  • To study, communicate and give advice to executives and units with direct duties and responsibilities;
  • To cooperate with related units in assessing the risks from non-compliance with laws such as risks from the Trade Competition Act B.E.2560;
  • To coordinate with third-party expert consulting companies for in-depth opinions;
  • To supervise the operations of business lines to be in accordance with laws and regulations.
However, the compliance units may assist the Company in monitoring the compliance with laws at a certain level but they could not cover the whole business operations of the Company; therefore, the Company has designed its working systems and has monitored the operations to ensure that the Company has compliance with the laws of all countries in which the Company was operating its businesses or delivering its goods for distribution, and has emphasized that all personnel of the Company must have work ethics and code of conduct through the implantation of awareness of the corporate culture of “CPF Way”, revision of work ethics manuals and continuous communication.
Corporate Image and Reputational Risks
Social media have been channels for rapid communication and exchange of information and there were a lot of users. Therefore, in case, any negative news or events appeared in the media which may be originated from news in the industry or rumors, erroneous release of the Company’s data or failure of business operation or innocuousness, it would definitely affect the Company’s image and reputation.
Risk Management
The Company has been committed to its business operation with transparency, social responsibilities, community benefits, proper responses to demands of stakeholders and compliance with the laws of each country in which the Company has invested and delivered goods for distribution; therefore, the Company has emphasized the personnel development and work processes, as well as implementation of projects through:
  • Implantation of awareness on ethics and honesty as the basis for operations of directors, executives and employees;
  • Improvement and development of the internal management system and communication in normal and crisis situations;ิ
  • Provision of projects which are beneficial to communities and the environment such as CPF Grow-Share-Protect Mangrove Forestation Project for protection of biodiversity, Raising Layer for Student Lunch Project, CPF Growing Happiness, Growing Futures Project for promotion of food accessibility among children and the youth, etc.
  • Continuous survey of expectations and satisfactions of stakeholders to obtain data for improvement of operations.
Risks from CPF Major Shareholders Representing Shares of More Than 25% of the Total Issued Shares
As of March 7, 2019, Charoen Pokphand Group Co., Ltd., and its subsidiaries, represented CPF shares equal to 48.93% of the total issued shares of CPF; as a result, the agenda required by laws or regulations to be passed by at least three-fourth of the total votes of shareholders attending the meeting and having the rights to vote, may not be passed by resolutions, in case, CPG and its subsidiaries abstained their votes or voted against the said agenda.
Risk Management
The Company and the Board of Directors have adhered to the principles of equal and fair treatment to all shareholders and have taken account of benefits to the Company and all shareholders, as per the good governance policy as promulgated by the Company and as per the prescribed procedures and levels of authorities for approval of the Company’s operation. In case, any entry of transaction shall be approved by resolution of the shareholders’ meeting, such agenda shall be screened by the top management of the Company before the Company’s Secretary shall include it in the agenda of the Board of Directors’ meeting for consideration and giving of opinions thereon for the passing of resolutions of the shareholders’ meeting.
Provided that, in the invitation to the shareholders’ meeting, the opinions of the Board of Directors shall be properly and adequately specified so that all shareholders shall be informed of directors’ opinions on such transactions and such opinions shall be used as basic data for decision-making; and with such operational guidelines, the Company is confident that the major shareholders shall cast their votes in the same directions with opinions of the Board of Directors in each agenda of the meeting; moreover, in case, the Company has entered the related transactions, such related transactions shall be approved by the shareholders’ meeting; and shareholders who are stakeholders or the related parties under the related announcement of the regulatory authorities shall not be entitled to cast their votes in such agenda.
Performance