Principle #3

Establishing Clear Leadership Role and Responsibilities of the Board

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.

Core Values
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 meeting

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.

Principle #4

Establishing Clear Leadership Role and Responsibilities of the Board

Principle 4.1: CEO Nomination and Development of Key Executives
The Board has entrusted the Nomination and Compensation Committee (NC) to carry out actions on the nomination and development of the CEO and key executives to ensure that they possess necessary knowledge, skills and experience to drive the organization to achieve its objectives.

Principle 4.2: Appropriate Remuneration Structure and Performance Evaluation
The Board of Directors, under the recommendation of the Nomination and Compensation Committee, has defined the remuneration structure that motivates the CEO, key executives and other personnel of all levels to perform their duties in alignment with the objectives of the organization and business in the long term.  The Board of Directors, at the recommendation of the Management Committee, has approved the appropriate combination of salary and other short-term remuneration, such as bonuses, and long-term remuneration and ensured that the Management Board has clearly defined and communicated policies relating to the performance evaluations to the whole organization.  The CEO’s performance evaluation is conducted every year by the NC, which is entrusted to conduct such evaluation and submit the result of the evaluation and suggested remuneration to the CEO to the Board of Directors for approval.  The Board of Directors has considered and given its approval on the criteria in the performance evaluation and the remuneration structure of the CEO and monitoring the CEO to ensure that he/she conducts the performance evaluations of key executives in alignment with said performance evaluation principles.

Principle 4.3: Effective Human resources management and development programs
All Employees are the most valuable resource in driving the Company towards its objectives, thus, they are the most important factor contributing to the corporate success of the Company. Our employees are required to carry out their duties in alignment with our corporate commitment and culture. Our employees shall thrive to achieve excellence on their work by collaborating as a team, doing what is right, challenging current convention and constantly innovating. As all times, adhere to the highest standards ethically and to care for our environment and communities, as we would care for our future.  

In order to motivate our employees, the Company has defined a remuneration administration scheme based on the principle of impartiality and equity, taking into consideration factors such as competency and accountability of each position, labor market rates and the Company’s pay scale. We reply upon workforce analytics tools such as performance appraisal, labor market surveys and corporate compensation structure to determinate comprehensive and competitive remunerations appropriate for the work scope and responsibility. We strive to pay competitively to boost morale and enthusiasm of the employee to work toward achieving the objectives of the Company. We offer bonus payments to all employees which is tie to the achievement of the Company’s annual performance target.  

Apart from the salaries and bonuses, we provide other welfares to all employees to help lessen their burdens on the expenses in their lives and sustain their financial well-being such as provident fund contributions, free transport buses, life insurances, and health insurances including OPD & IPO except for providing by Social Security Fund, etc.  

The Company periodically reviews and alters its welfare scheme to align with the economic and social situation and allow flexibility to suit employee’s need that may change overtime. We offer scheme such as the ability to select percentage of provident fund to contribute into their accounts, flexible working hours, etc.
Furthermore, Company provides on-going trainings to educate the Company’s employees in financial planning and the Company encourages all employees to participate in ownership of the Company by giving them the right to buy during the Initial Public Offering (IPO) when listed in SET.

Principle #5

Establishing Clear Leadership Role and Responsibilities of the Board

Principle 5.1: Innovation creation
The Company understands the importance of innovation in our industry. We constantly bring new products and business ideas in a commercially viable manner to stay ahead of our competitors and create value for stakeholders. In addition, the Company wishes to embrace innovative activities as part of its overall business strategy.  Innovation project are typically riskier than most other kinds of investment and likely to require a long-term productive governance framework for innovation, promoting a more cooperative and flexible business culture that embraces risk-taking and uncertainty as an intrinsic aspect of our business activity.  The board sees themselves as less of a controller, and more as an advisor and source of tangible and intangible resources. They also have a key role to play in ensuring that creativity and experimentation is guided with professional management and a strong focus on the commercially viable innovations.

Principle 5.2: Business Operations with Corporate Social and Environmental Responsibilities
The Company sees the importance of the continuous care of all stakeholders. The Company always encourages co-operation and trust between the Company and all groups of stakeholders continuously, be it its employees, communities around the business establishments, shareholders, customers, suppliers, creditors, government, competitors, and auditors.  The Company realizes the importance of ensuring that all stakeholders’ rights are properly observed and engage various groups of stakeholders in manner in line with the rules and regulations of SET, SEC as well as related laws.  The Code of Business Conduct applies to all employees who works for the Company and its subsidiaries. Violating the standards will subject an employee to severe disciplinary action, including immediate termination. In addition, the Company also relies on each employee to report any violations of the law or any of these standards in accordance with the Company procedures.

Principle 5.3: Resource Allocation and Management
The Board of Directors ensure that in attaining business objectives, the Management has reviewed, developed, and supervised the efficient and effective use of resources by always taking into account the internal and external factors.

Principle 5.4: Corporate Level Information Technology Management
The Board has established a framework for governance of enterprise information technology (IT) aligned with the Company’s business needs and in compliance with the relevant laws, regulatory requirements and standards relating to the use of technology. The Board has overseen the Management Committee in carrying out measures of risk management covering IT management risks, such as business continuity plan, incident management and asset management, etc.  The Management Committee has implemented policies and measures on IT security that was accredited with ISO/IEC 270001:2013 under the category of the information security management system applicable for system and network administration for our industry.  The code of business conduct requires employees to be mindful of the intellectual property rights of the Company and others, including using the name, trademarks, logos, or printed materials.

Principle #6

Establishing Clear Leadership Role and Responsibilities of the Board

Principle 6.1: Risk Management and Internal Control
The Board has monitored controls to ensure that the Company has risk management and internal control systems to enable it to achieve its objectives effectively while in compliance with the relevant laws up to both domestic and international standards. Thus, an appropriate and adequate internal control is defined for Company’s business operations align with the relevant laws, rules, regulations and requirements to reduce operational risks.  

In addition, the Board of Directors engage the services of qualified independent internal auditor to carry out internal control audit as determined by the Audit Committee and approved by the Board of Directors.  

The Board of Directors places importance in evaluating risk management consistently and look out for early warning signals and keeps tabs to ensure that Management Committee regularly review its risk management policy, at least, once a year.

Principle 6.2: Formation of the Audit Committee
The Board of Directors has set up the Audit Committee that can perform their duties effectively and independently. All Committee members are Independent Directors fully qualified in accordance with the criteria prescribed by SET and SEC. The Board has defined the role and duties of the Audit Committee in the Charter of Audit Committee
Principle 6.3: Management and Monitoring Conflicts of Interest
The Board of Directors has set up procedures in managing conflicts of interest that might occur between the Company, the Management and Directors, including preventing the inappropriate use of Company’s assets, information, and any transactions between related parties.
Principle 6.4: Policy and Practical procedures of Anti-Bribery and Anti-Corruption
The Code of Business Conduct of Directors and Employees incorporates the policy and procedures of Anti-Bribery and Anti-Corruption with established guidelines as follows:

All directors, executives and employees shall be responsible for and is to strictly comply with this standard operating procedure.
Establish procedural guidelines on the recording of financial information and internal control measures by assigning the Finance and Accounting Department to monitor strict controls, review documentary evidence, substantiate business reasons for disbursing money to third persons.
Assign Internal Auditor to audit the internal control system regularly and to check any irregularities that may lead to corruption.
If any information or complaints bearing reasonable ground indicate the presence of corruption or a violation of the law or Company’s code, the HR department shall take action to improve or correct the situation immediately. The complainant or informant can be assured of the confidentiality of his/her reporting or whistle-blowing.
The Company communicates the guidelines on anti-bribery and anti-corruption constantly and regularly both through training and online media. Training on Anti Bribery and Anti-Corruption is also included as a part of a new employee’s orientation and communicated to contractors and suppliers at the beginning of business relation establishment.

Principle 6.5: Mechanism for Handling Complaints and Actions in case of Whistle Blowing
The Board has established a mechanism and process for handling complaints and whistle blowing by having multiple channels in place to record, track, resolve, and report complaints and feedback of stakeholders.  The Board of Directors has monitored controls to ensure that the Company has clear whistle blowing guidelines including processes on information verification, operations and reporting to the Board as well as oversight to ensure that the appropriate whistle blower protection measures are in good faith. In addition, the Company has set up protections of the informants and whistle blowers including persons whom the complaints are lodged against.  The Company also set up alternate channel to enable all groups of stakeholders to make their reports or lodge their complaints on matter that may cause damages to the Company directly to the Board of Directors. There will be persons assigned to receive the reports or complaints, carry out the investigation and report to the Company’s Board of Directors to settle complaints lodged with clear policy protecting people giving information.

Principle #7

Establishing Clear Leadership Role and Responsibilities of the Board

Principle 7.1: Financial Report Preparation and Significant Information Disclosure
The Board of Directors is responsible in ensuring the quality in financial report preparation process so that information stated in the financial report is accurate and in accordance with the generally acceptable accounting standard and that duly audited by independent auditors. The Board takes into its considerations factors such as adequacy of the internal control system, observations of the auditors and comments of Audit Committee to determine the quality of the financial report preparation.  The Board is also responsible for approving the disclosure of financial information in accordance with relevant rules, standards and practical guideline. The Board has monitored controls over disclosed information, such as financial statements and annual reports to adequately reflect the Company’s financial status and operational result. The Board also conduct management discussions and analysis or MD&A to supplement the quarterly financial statement disclosure to enable the investors to understand changes occurring to the Company’s financial statements and operational result.

Principle 7.2: Financial Liquidity and Solvency
The Board has monitored controls to ensure that the Management regularly assesses the Company’s financial status and submits relevant reports to the Board on a regular basis. The Board shall jointly collaborate with the Management to find remedial solutions to correct any adverse situation in a timely manner should there be any indicative signal of a problem with financial liquidity and solvency.

Principle 7.3: Remedial Actions to Solve Financial Problems
In approving any transactions or presenting any recommendations to shareholders, the Board ensures that such transactions will not affect the continuity of the business operations or its solvency.  The Board must monitor controls to ensure that Company has plans or other mechanisms to solve financial problems closely monitored to ensure that operations are carried on with due care and in compliance with the requirements in disclosing information in a manner impartial to various group of stakeholders. The Management should also monitor the follow-up actions to solve problems and regularly report the latest situation. The Board must ensure that any decision made in solving financial problems to be carried out in a reasonable manner.

Principle 7.4: Sustainability Report Preparation
The Board consider the need to disclose information in accordance with domestic and international laws, ethical code, anti-corruption policy, fair treatment of employees and stakeholders, respect of human rights, and social and environmental responsibilities when defining its policy. Such policy shall be disclosed in the annual report.  The Board of Directors has monitored controls to ensure that the Management has appointed a person to be responsible for investor relations, performs duties in communicating with shareholders and other stakeholders in an appropriate and timely manner.  The appointed person undertakes to communicate with third parties; including investors, institutional investors, analysts, and government agencies with equality and fairness and the Company gives such parties opportunities to visit our Executives where appropriate. The information provided is information disclosed to the public, which is accurate, not misleading and sufficient for investors to make investment decisions. The Board must ensure that the communication and information disclosed to the public is appropriate, equal, timely, and communicated through proper channels.

Principle 7.5: Person responsible for Investor Relations
The Company regularly had meetings with individual investors, institutional investors, and securities analysts in person or via calls. We also publish our information through the Company’s website on a regular basis. Investors can direct their enquiries to the CEO or the designated person looking after Investor Relations.

Principle 7.6: Application of IT Technology for Use Information Dissemination
Apart from disseminating information such as Annual Registration Statement (Form 56-1) and annual report through capital market channel in accordance with the established criteria, the Company will regularly disclose information in Thai and English through the Company’s website at www.www.humanica.com according to Corporate Governance Code for Listed Companies.

Principle #8

Establishing Clear Leadership Role and Responsibilities of the Board

Principle 8.1: Participating in Decision Making
The Company’s Board of Directors is aware of and places importance on the rights of our shareholders (including institutional shareholders) and the Company shall not perform any acts in manner likely to violate the rights of our shareholders. The Company adopts the policy of encouraging, and facilitating our shareholders to exercise their fundamental rights such as participating in shareholders’ meetings, casting ballots during meeting in person or by proxy. Allowing shareholders to appoint or remove Directors fix Directors’ remunerations, appoint auditor, and vote on other significant matters such as allocation of dividends, stipulations or revision of Articles of Association, capital decrement of increment, etc.  

The Board of Director ensures that the shareholders can take part in making important decisions and issues specified by laws. Issues affecting the direction of the business operation are listed in the meeting agenda and proposed for the shareholders’ approval.

Principle 8.2: Actions on Shareholders Meeting Date
The Board of Directors ensures that information, date, time, and place of meeting, as well as, the meeting agendas are provided with adequate supportive explanations and reasons on each agenda specified in the Notices of Shareholders’ Meeting to enable the shareholders to understand and study the information of the Company prior to the meeting.  

The Board has monitored controls to ensure the shareholders’ meeting is carried out in an orderly manner with transparency, efficiency and facilitation to shareholders to be able to exercise their rights.  

The Board of Directors shall not limit the opportunity of any shareholders in attending meeting or cause undue burden on shareholders to attend meeting. The Company shall send Proxy Letters along with the Notices of Meeting, to allow shareholder to appoint their proxies to represent them in the meeting. The Board will not ask shareholders or proxies to produce any documents or evidences of identification that exceed applicable legal and regulatory requirements.  

The Board of Directors provides the opportunity for shareholders unable to attend meeting themselves to appoint the independent Directors or other persons as the proxies to participate and cast their votes in the meeting and encourages the shareholders to use Form B Proxy Letter and nominate the independent Directors as their options in delegating their proxies.

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หลักปฏิบัติ 8 ประการของ ฮิวแมนิก้า

ความสำเร็จเริ่มต้นที่ การกำกับดูแลกิจการที่ดี

คณะกรรมการบริษัท ฮิวแมนิก้า จำกัด (มหาชน) ได้กำหนดนโยบายการกำกับดูแลกิจการ เพื่อดำเนินธุรกิจด้วยความซื่อสัตย์สุจริต โปร่งใส มีความรับผิดชอบ และสามารถตรวจสอบได้ อันนำไปสู่การสร้างคุณค่าและการเติบโตอย่างยั่งยืนให้แก่ผู้ถือหุ้นและผู้มีส่วนได้ส่วนเสียทุกฝ่าย

คณะกรรมการบริษัททบทวนนโยบายและแนวปฏิบัติด้านการกำกับดูแลกิจการอย่างน้อยปีละหนึ่งครั้ง หรือเมื่อมีความเหมาะสม เพื่อให้มั่นใจว่านโยบายมีความสอดคล้องกับสภาพแวดล้อมทางธุรกิจและข้อกำหนดที่เกี่ยวข้อง โดยยึดหลักการและแนวปฏิบัติที่กำหนดโดยสำนักงานคณะกรรมการกำกับหลักทรัพย์และตลาดหลักทรัพย์ (ก.ล.ต.) ตลาดหลักทรัพย์แห่งประเทศไทย (ตลท.) และมาตรฐานการกำกับดูแลกิจการที่เกี่ยวข้อง

หลักการที่ #1

การกำหนดบทบาทความเป็นผู้นำและความรับผิดชอบที่ชัดเจนของคณะกรรมการ

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หลักการที่ #2

กำหนดวัตถุประสงค์ที่ส่งเสริมการสร้างมูลค่าที่ยั่งยืน

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หลักการที่ #3

เสริมสร้างประสิทธิผล ของคณะกรรมการ

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หลักการที่ #4

ตรวจสอบให้แน่ใจว่า CEO และการบริหารบุคคล มีประสิทธิภาพ

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