Good corporate governance is an essential character of listed companies and we have adhered to this philosophy as follows:
1. Policy on Corporate Governance
The Board of Directors recognizes the importance of Good Corporate Governance and as such established a policy for achieving it, with emphasis on internal controls and internal auditing. The policy is based on principles of transparency, disclosure, risk management, adhering to laws and government regulations, minimizing problems of conflict of interest, taxation issues and ensuring efficient management of operations in the best interest of company shareholders and other stakeholders for the long run.
2. Rights of Shareholders
The company will hold one annual shareholder’s meeting in the year. An invitation letter and agenda of the meeting and related documents were sent to shareholders 7 days prior to the meeting. Topics on the agenda included the opinion of the Board of Directors and a complete report or minutes of the meeting were recorded in order to allow shareholders ample time and opportunity to review and consider the topics. In addition, the company made every effort to accommodate shareholders by arranging the meeting in a convenient location with an appropriately sized meeting space and permitted shareholder proxies in the event some shareholders were unable to attend.
In addition to the annual shareholders’ meeting, the company will call additional shareholders’ meeting, if necessary, in the event that specific emergency agenda topics, which are vital to the shareholders’ interests or relate to by-laws or regulations require shareholders’ approval.
3. Rights of Stakeholders
The company places much significance upon the rights of every group of stakeholders, particularly the local community, our customers and our employees. Unwavering commitment is given to environmental protection and conservation measures, more specifically protecting and treating conditions in water, air and soil to ensure maximum safety of nature and the local community.
Furthermore, the company has complied with laws and regulations set by government agencies including the Department of Industrial Works, Ministry of Industry. In this respect, both the Calcine plant and Tak smelter were certified with TIS/OHSAS 18001 standard. Moreover the Calcine plant has also received the ISO 14001 certification.
In addition, the company is concerned for and is responsible to our customers. We provide a standardized and quality product, maintain confidentiality of our customers and have a technical service department, which provides technical advice to customers. Furthermore, the company promotes a good working environment and encourages teamwork and offers training and skills enhancement for our employees in an effort to best take advantage of human resources.
4. Meeting of Shareholders
In holding the shareholders meeting, the company considers each shareholder as an equal and stipulates procedures for the meeting according to the law and in compliance with guidelines of the Stock Exchange of Thailand.
The Chairman of the meeting allowed equal opportunity for all shareholders to question, comment or give suggestions regarding conduct of company operations. Notable inquiries and opinions will be recorded in the minutes of the meeting.
5. Leadership and Vision
The Board of Directors has played a part in establishing the vision, mission, strategy, objectives, business plans and budget of the company with effectiveness and efficiency. In addition the Board ensures that the management team conducts operations in accordance with the company’s business plan, to add value to our business and ensure maximum stability for our shareholders.
6. Conflict of Interest
To protect against conflict of interest, the Board of Directors investigates any instance which may lead to a dispute and has established a policy and guidelines to prevent executives and related persons from using internal company information for personal gains.
7. Business Ethics
It is the company’s philosophy to conduct business with honesty, righteousness, and ethics, with responsibility towards all stakeholders, namely, our customers, shareholders, employees, society and our country. The company has issued a Code of Ethics, which are guidelines for work conduct and employee conduct. All related persons are to use this manual as a reference for carrying out duties according to the mission of the company.
8. Balance of Power for Non-Executive Directors
The company’s Board of Directors consists of qualified directors with a broad realm of experience, totaling 11 members as follows:
|Directors representing major shareholders
|Directors on the Audit Committee
The company’s Board of Directors is responsible for acting in compliance with by-laws, objectives and guidelines of the company and resolutions of the shareholders meeting, with honesty and prudence in the best interests of the company. Company directors have fixed terms according to company guidelines, which state that at every annual meeting 1 in 3 director(s) will resign.
9. Aggregation or Segregation of Positions
The position of the Chairman of the Board of Directors and the position of MD are kept separate as to ensure a clear distinction between authorities, that of policy making and day to day operations, respectively. The company has clearly defined the authorities and responsibilities of management on every level.
10. Remunerations for Directors and Management
Remuneration for Directors - Remuneration for company directors has been determined in a clear manner and is comparable to that of similar companies in the industry. The amount of remuneration has been approved by shareholders. Directors who have been selected to sit on the Audit Committee, Strategic Committee and Nomination and Remuneration Committee receive additional remuneration reflective of the added work responsibility.
Remuneration for Top Executives - Remuneration for top executives has been determined in accordance with the principles and policy set by the Board of Directors and correspond with overall company performance and that of each individual executive. The management submits remuneration of executives to the Board of Directors for consideration and final approval.
11. Meetings of the Board of Directors
The Board of Directors has regular meetings held every 3 months and may call additional special meetings as needed. Clear agenda topics and agenda minutes of the meetings are prepared in advance of each meeting and the Board Secretary sends out an invitation letter and relevant documents to board members prior to the meeting, so as to allow sufficient time for review.
The Board of Directors has established the Audit Committee, the Strategic Committee and the Nomination & Remuneration Committee to help in supervising company operations.
13. Internal Controls
The company recognizes the importance of internal control systems on both management and operational levels and has created an authority manual as the definitive reference. An independent internal audit department, reporting directly to the Audit Committee, works as an internal checks and balances and conducts audits as needed.
The company also pays a great deal of attention to the risk management of the company. The company has set up a currency-hedging program to minimize risk arising from the fluctuation of foreign exchange. The company also provides a framework to ensure the compliance with laws & regulations and taxation issue.
14. Report of the Board of Directors
The Board of Directors is responsible for the financial statements of the company and its subsidiaries and the financial information disclosed in the annual report. These financial statements are prepared in accordance with generally accepted accounting principles in Thailand. Important information is sufficiently disclosed in the notes to the financial statements.
The Board of Directors has set up the Audit Committee, made up of independent directors, to supervise and be responsible for the integrity of the financial statements and internal control system. The opinions of the Audit Committee are written in the annual report.
15. Investor relations
The Board of Directors has called for the disclosure of company information in an accurate, complete, transparent and widespread manner. Financial information as well as general information about the company, which might impact the value of company stock, is readily available. Shareholders and other interested parties may locate any such information through the various Stock Exchange of Thailand media outlets or from the company’s website.