The Board of Directors has an intention to conduct the business under the principles of good corporate governance of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), including the recommendations from the Thai Institute of Directors Association (IOD) according to the Corporate Governance Assessment Report for the listed companies to practice in order to strengthen the organization to have an efficient management system, create fairness and confidence for all stakeholders, and to be the basis for the Company to lead to sustainable growth. The Company has guidelines for corporate governance as follows:Corporate Governance Policy
The Board of Directors adheres to conduct business under ethical principles and good corporate governance practices along with being responsible to society, community and environment until it becomes the corporate culture which has integrated with the vision, mission, strategy and goals of the organization in order to increase the confidence of shareholders, investors and stakeholders. Leading to the creation of business prosperity together with the participation in development and promotion of education, sports, community, society and the environment
The Company’s Good Corporate Governance Policy can be summarized as follows:
For the monitoring of compliance, the Board of Directors assigns to be the duty and responsibility of all directors, executives and employees to acknowledge, understand and strictly comply with the policies and regulations as defined in Good Corporate Governance Policy and Business Ethics. The executives all levels of the organization must be responsible and give importance to this matter for their under controlled employees to strictly comply.
Moreover, the Board of Directors also promotes the dissemination of a culture of Good Corporate Governance and Business Ethics to be understood at all levels in the organization, resulting in practical performance under the principles of Good Corporate Governance and conducting business under Business Ethics. The Good Corporate Governance Guidelines and Business Ethics are published through various channels, such as E-mail, Intranet and the Company’s website. The training on basic knowledge of Good Corporate Governance is also provided to the new employees. This is to ensure that all executives and employees acknowledge, understand and adhere to perform their duties with responsibility, transparency, honesty, caution and ethics to oneself, organization, shareholders and other stakeholders. In addition, various activities are arranged in order to enhance knowledge and understanding so as to cultivate awareness of practice to perform duties with responsibility, caution and honesty under the Company's Good Corporate Governance and Business Ethics.
The Company’s commitment is to implement Good Corporate Governance and Business Ethics in management and operation continually and always develops the level of corporate governance to be more effective and suitable to the Company.Corporate Governance Guidelines
The Board of Directors focuses on and respects the rights of all shareholders equally as well as facilitates convenient for shareholders to exercise their rights in various matters, both the fundamental right and the right that oneself deserves, such as; purchasing or transferring of shares, sharing business profit, obtaining sufficient and timely information, attending the meeting to vote at the shareholders' meeting to appoint or remove directors, determining remuneration of directors, appointing auditors and determining audit fee or other matters affecting the Company, etc., The Board of Directors shall not take any action which violates or deprives the rights of shareholders in any way.The Shareholders’ Meeting
The Board of Directors encourages the arrangement of the shareholders' meetings which takes into account the right and equality of shareholders in attending the meeting according to the laws and Good Corporate Governance principles. In this regard, the Annual General Meeting of Shareholders is scheduled to be held once a year within 4 months from the end of the fiscal year (the Company’s end of the fiscal year is on December 31 of every year). In case of urgency, a special agenda must be proposed for a matter that affects or relates to the interests of shareholders or relates to any applicable conditions, rules or laws that needs approval from shareholders urgently, the Company will call an Extraordinary General Meeting of Shareholders on a case-by-case basis.
In 2021, the Company held an Annual General Meeting of Shareholders on April 8, 2021 at 10:00 a.m. at Major Cineplex Ratchayothin, Theater 5, 5th Floor, 1839 Phaholyothin Road, Ladyao, Chatuchak, Bangkok. There were 9 directors attending the meeting (the total number of 9 directors representing 100%), consisting of the chairman of the Board of Directors, vice chairman, chairman of all subcommittees, senior management, representative from legal department and auditor. There is a representative from the law firm acting as an intermediary to ensure that the meeting is transparent, complete, in accordance with the laws and regulations of the Company, including checking the vote counting throughout the meeting. The chairman of the meeting assigned the company secretary to conduct the meeting. As for the meeting results, the meeting resolved to approve all proposed agendas.
The Board of Directors has the policy to treat all shareholders equally and fairly in order to protect the rights of shareholders and to facilitate shareholders to exercise their rights in various matters as deserved. The Board of Directors has provided policy to treat shareholders in various aspects equally as the following:
The Board of Directors realizes the importance of conducting business with transparency and takes all stakeholders into account. Therefore, it is clearly stipulated in the Company's Good Corporate Governance Policy that all connected transaction of the Company and its subsidiaries must at least be approved by the Company’s management. If there is an agreement relating to connected transaction which is subjected to the transaction in the regulations of SET regarding disclosure of information and operations of listed companies on connected transaction and/or acquisition or disposition of assets of listed companies, the Company will comply with the regulations of SET which require consent and/or approval from the management, and/or the Board of Directors’ meeting, and/or the shareholders’ meeting as the case may be, whereby the connected person has no right to vote.
In preventing conflicts of interest, the Board of Directors will carefully supervise the transaction which may lead to conflicts of interest by setting policies and procedures for approval and operation of connected transactions in writing in Corporate Authorization Index and/or seeking approval from shareholders in accordance with the SET regulations, including complying with the SET regulations. The price and conditions are alike making a transaction with a third party (Arm's Length Basis). The Audit Committee will regularly propose to the Board of Directors on transactions with which are conflicts of interest and connected transactions.
The Company and its subsidiaries have no policy to make transactions with connected person, except in the case where the Company deems that receiving the highest return in accordance with the general price and trading conditions that is no different from the third party’s which will be determined by the Company that they will be approved by the management and/or the Board of Directors and/or the shareholders' meeting, as the case may be.
In addition, the Board of Directors also realizes the importance of preventing conflicts of interest. Therefore, there is a requirement to be disclosure for transparency about the connected transactions and the prevention of potential conflicts of interests by preparing various reports, such as report on disclosing transactions that may have conflicts of interest and/or may be connected transactions, report on the Company’s securities holdings and changes in securities holdings and report on interests of directors, executives and related persons. In 2021, the Company has not acted in any manner that violates or fails to comply with any regulation of SEC and SET, whether insider trading, making connected transaction or property trading.
The Board of Directors adhere to the Company's business operations with honesty, transparency, along with having roles and social responsibilities by giving importance to the rights of all stakeholders whether internal stakeholders, including; directors, employees and executives of the Company or external stakeholders, such as; shareholders, customers, business partners, creditors, competitors, society and environment, government and related agencies appropriately for both rights stipulated by law and by mutual agreements. The Board of Directors has established guidelines for directors, executives and employees in the Business Ethics of the group of companies for transparency and fairness to each group of stakeholders. The ethics concerning treatment of stakeholders are summarized as follows:Ethical Treatment of Shareholders
The Board of Directors has policies and guidelines on equitable and equal treatment of shareholders as follows;
The Board of Directors conducts business under the framework of free and fair competition with policies and guidelines treatment of competitors as follows;
The Board of Directors treats business partners equally and takes into account the mutual benefits with policies and guidelines on treatment of business partners as follows:
The Board of Directors well realizes that all employees are the most valuable resource and the success factor in achieving the goals of the Company. Therefore, the Company provides care and fair treatment in terms of opportunities, remuneration, appointment, transference and termination) as well as sets policies for personnel development and encourages employees to develop and show their potential and values to be part of the organizational development for continuous and sustainable progress. The policies and guidelines on treatment of employees are as follows:
The Board of Directors respects the intellectual property rights without violating or supporting any action that infringes the intellectual property and copyrighted work of others. This reflects the Company's intention to conduct business with fairness, respect and in compliance with the laws regarding intellectual property. The policies and guidelines are as follows:
The Board of Directors realizes the importance of preventing conflicts of interest. The policies and guidelines are as follows.
The Board of Directors ensures to communicate and disclose important information related to the Company, both financial and non-financial information, which has important guidelines as follow:
Provide communication channels and disseminate the Company's information.
The Board of Directors provides various communication channels and disseminate information for the shareholders, investors and other stakeholders to be able to access the Company's information conveniently, thoroughly and equally through various channels regularly, both in Thai and English, such as the Company's website, electronic media and the SET website, etc.
The Board of Directors recognizes the roles, duties and responsibilities for guiding the operation direction, monitoring and supervising the operations of the management, performing duties with knowledge, ability, transparency, cautiousness and having accountability as the Board of Directors towards the Company and shareholders independently from the management. There are important guidelines as the following:Composition of the Board of Directors
The Company has determined the qualifications of the Board of as follows;
Independent director means a person who has complete qualifications and is independent as the Stock Exchange of Thailand has specified as follows;
Since the actual independence of independent directors is an indicator that shows the good management of the Company, therefore; the Company has defined the definition of independent directors stricter than those prescribed by the SEC. The Company has complied with such regulations and guidelines strictly. Importantly, the independent directors can perform their duties and freely give opinions or report the performance as assigned regardless of any benefit relating to asset or position and also not fall under the influence of any person or group, including no circumstances to constrain them to be unable to express their opinions.Tenure of the Board of Directors
The tenure of the Board of Directors has been prescribed in accordance with Public Company Limited Act B.E. 2535 and the Company's Articles of Association. That is, at the annual shareholders meeting, of the Board of Directors must be retired by rotation at one-third of the total number of directors. The directors who have served the longest term will be retired first. If the number of directors to be retired cannot be divided exactly into 3 sections, then the closest number to one-third of the directors shall be retired. The retired directors can be re-elected to the position by proposing to the shareholders' meeting to consider and approve.Board of Directors Meeting
The Board of Directors announces the meeting schedule one year in advance to the directors and related parties for acknowledgment. The regular meeting shall be held at least once a quarter, therefore; the special meetings can be held as necessary. The agendas are set in advance and clearly categorized; such as matters for acknowledgment, for approval, for consideration. The Company has guidelines for considering matters to be included in the agendas of the Board of Directors meetings to ensure that important matters have been included in the meeting agendas. Each director is independent to propose matters for the meeting agenda. The company secretary will send the invitation letter which contains details of the meeting agenda and meeting documents to each director at least 7 days in advance of the meeting so that they have sufficient time to study information before attending the meeting. Except in case of necessity or urgency, the notification of meeting can be done by other methods or the date of meeting can be set earlier. Each meeting usually takes 1-2 hours takes with the company secretary records the minutes of the meeting.
In this regard, to promote the performance of the Board of Directors, the company secretary has set guidelines and the format of the information in the documents to be presented to the Board of Directors to be complete, sufficient and appropriate in order to support the meeting of the Board of Directors to be performed smoothly, quickly and with maximum efficiency under the related laws and regulations for all departments to reference and adheres to as the standard in preparing information before submitting to the company secretary to collect and present at each meeting of the Board of Directors.
At each meeting, the chairman of the meeting will give an opportunity to each director to express their opinions independently. The meeting time is allocated appropriately and efficiently. In the event that any director has conflicts of interest in the matter being considered, that director must inform the meeting for acknowledgment and must not participate in expressing opinions as well as has no right to vote on such matters The minimum number of a quorum when voting at the meeting must not be less than twothirds of the total number of directors.
The Board of Directors has a policy to encourage each director to attend the meetings regularly, on average, not less than 80% of all Board of Directors meetings of a year by showing the number of meetings and the times of attendance of each director and sub-committee in the Annual Registration Statements (Form 56-1 One Report).
In addition, the Board of Directors also has a policy to encourage Non-executive directors, Independent directors and audit committees to arrange meeting among themselves as necessary to discuss various interesting issues without participation of management.Aggregation or Separation of Positions
The Board of Directors determines the separation of powers and duties to decentralize duties of making decisions and orders to be clearly balance and reviewable which has been constantly reviewed to be appropriate and cover all activities of the Company as well as consistent with the changes of announcements or requirements of regulatory bodies. The authority for approval and operation is defined in Corporate Authorization Index. The latest edition has been reviewed and approved by the Board of Directors and was shared to those involved to acknowledge and strictly practice.Independence of the Board of Directors and Management
1.Separation of the position of Chairman of the Board of Directors and Chief Executive Officer
The Board of Directors promotes Good Corporate Governance by prescribing that the chairman of the Board of Directors is a different person from Chief Executive Officers as well as clearly separates powers and duties according to Corporate Authorization Index which has been approved by the Board of Directors in order to enable the directors to independently check and balance the work of the management.
2. Balance of the Board of Directors
The Board of Directors provides appropriate components of the directors and clearly segregates roles, duties and responsibilities between the directors and the management. All directors are independent in expressing their opinions on the Company's operations with honesty, integrity in order to protect the benefits of the Company without being possessed as well as being responsible for their duties under the laws, Articles of Association of the Company as well as the resolutions of the Board of Directors' meeting and resolutions of the shareholders' meeting.