Principle #3
Strengthen Board Effectiveness
The Board of Directors regularly determines and review the Board Structure, in term of size, composition, and proportion of independent Directors to ensure its leadership in order to achieve the main objectives of the company.
Principle 3.1: Board Structure
The Board of Directors has entrusted the Nomination and Compensation Committee (NC) to make consideration and proposal on the Board Structure, in terms of size, composition, and the proportion of independent directors as suitable for its determination and review.
The NC shall ensure that the Board of Directors consists of fully qualified Directors in accordance with the law and related rules with diversified qualifications on the aspects of specific skills, experiences, competencies and characteristics necessary for the successful attainment of the Company’s objectives and can foster understanding and respond to the needs of stakeholders.
The proportion of the Board of Directors shall consist of not less than 1/3 non-executive Directors that reflect an appropriate balance of power. In the current structure of the Board of Directors, there are 5 non-executive Directors among a total of 7 Directors, which is appropriate to its size, category and business complications in accordance with the Corporate Governance Code.
Principle 3.2 Board Chairman and Board’s Operating Elements
The Board of Directors, under the leadership of the Chairman, perform their duties in overseeing the Company with impartiality and transparency, considering the best interests of the Company and refraining from giving any advantages to any person. The Board Chairman and Chief Executive officer (CEO) must not be the same person and their duties shall clearly be divided.
When nominating independent Directors, Directors and CEO; the Board of Directors shall ensure that the process of nominating candidates is transparent. The NC is assigned to screen and select candidates who are fully qualified with the right knowledge, expertise and records of accomplishment useful for the Company’s business operation and possess a good understanding of the business, goals, business plans as determined by the Board of Directors.
Principle 3.4: Remuneration of Directors
In determining the remuneration (either in cash or in-kind) of Directors, the Board of Directors has assigned the NC to carry out a transparent process and propose its recommendations to the shareholders for approval during the AGM.
The policy, basis of calculation and criteria for remuneration payment for each Director position must be proposed for shareholders’ approval. The proposed remuneration shall be suitable and sufficient to predispose the Board of Directors to lead the Company to achieve both short-term and long-term goals, without making excessive remuneration payment.
Principle 3.5: Meetings of the Board of Directors
The board Meeting schedule is determined yearly in advance and communicated to individual Directors, allowing them to spare time to attend the meetings. The Chairman and CEO shall jointly consider and ensure that important matters are included in the meeting agenda, and give each Director the opportunity and freedom to propose agenda matters beneficial to the Company. The Notices of Meetings and supporting documents will be sent to the Directors at least 7 days in advance.
The number of meetings of the Board of Directors is determined to suit the duties and responsibilities of the Company Directors and the nature of the Company business. The Company provides its performance report regularly to the Board to enable the Board to provide timely supervision of the Management’s performance. Most of the Directors shall attend not less than 3/4 of all Board Meetings held in a year.
The Chairman shall allocate enough time for the Management to propose matters and discuss crucial problems in a careful and thorough manner and shall promote the careful exercise of discretion. In this connection, all Directors should pay attention to all issues brought to the meeting, including corporate governance issues. Directors having interests, whether directly or indirectly, will not be eligible to vote and will have to leave the meeting during the consideration of the relevant agenda.
Principle 3.6: Corporate Governance for Subsidiaries and Associated Companies
The Board of Directors will appoint qualified candidates for the primary corporate governance of subsidiaries and associated companies. The appointment shall be determined according to shareholding proportion of subsidiaries and associated companies.
The Directors and/or Executives appointed by the Board of Directors shall have the duty to manage and administrate the businesses of subsidiaries and/or associated companies to be in line and in compliance with the Company’s policies and direction. The scope of duties and responsibilities of the appointed Directors and Executives shall be clearly determined and reviewed from time to time.
In making decisions for key business operations of the Subsidiaries, the Directors of the subsidiaries are required to seek approval from the Board of Directors before implementing any plans. Approvals from the Board of Directors is also necessary for significant activities, such as the change in share capital and cessation of subsidiaries’ businesses. The Company has set up suitable and comprehensive monitoring and internal control mechanism within the subsidiaries such that any significant transactions of the subsidiaries are to be resolved by the Board or the Company shareholder meetings.
Principle 3.7: Evaluation of the Board of Directors
The Board of Directors and Board Committee conduct a self-evaluation at least once a year to jointly consider their achievements, problems and corrective actions.
The Company Secretary prepares and reviews the evaluation form for correction and completeness and in compliance with the criteria required by the regulators. Subsequently, the Company Secretary will summarize the result of the evaluation on the performance of the Board of Directors as well as the strength and improvement areas before proposing to the Board of Directors for its consideration. The Board of Directors will review the result of the evaluation to improve their performance.
The results of each key area are calculated in percentage, whereby 85 per cent or more = excellent, more than 75 per cent = very good, more than 65 per cent = good, more than 50 per cent = average, and less than 50 per cent = needs improvement. It can be concluded from the evaluation results that the Board of Directors and Committees have performed their duties in accordance with the Corporate Governance Code and the Code of Business Conduct of the Company with most of the performance which determined to be at the level of excellence.
Principle 3.8: Development of the Board of Directors and the Executives
The Board of Directors promotes and facilitates training for those involved in corporate governance, such as Directors. Audit Committee members, Nomination and Compensation Committee members, Executives, the Company Secretary, and personnel whose functions and related to continuous corporate governance, including attendance of such training courses organized by the Thai Institute of Directors (IOD), other courses by other entities, and in-house training.
Following the subsequent appointment of a new Director, the Company will have important documents and useful information such as the Directors Manual, Organizational Standard Operating Procedures (SOP), and Code of Business Conduct delivered to him / her. In addition, the new Director’s orientation will include an introduction to the nature of business, policies, and business operational guidelines of the Company to get the new Director acquainted with the Company’s policy and corporate governance.
The Board of Directors has made available a leadership development program and the CEO has reported to the Board of Directors on the results of the regular implementation of the program along with consideration of a succession plan.
The Board of Directors requires CEO to provide a development and succession plan annually, with consultation with the Nomination and Compensation Committee, in preparation for its succession planning of key management position.
Principle 3.9: The Board and Company Secretary Operations
The Board ensures meeting agendas are provided in advance to enable Directors to manage their time for participation in the meetings. The Board of Directors has access to additional information from the CEO, Company Secretary, or other delegated Executives within the established policy and, where necessary, the Board of Directors may seek independent opinions from third party consultants or professionals.
The Board of Directors has appointed a Company Secretary to perform duties in providing legal advice and regulatory requirements as well as overseeing the Board’s activities and coordinating among Board of Directors to ensure that the Board’s resolutions are complied with.
