Good Corporate Governance

Corporate Governance Policy

    The companyhas developed a strategic policy and a code of best practices for directors of the company
    in accordance with Code of Best Practices for Directors of List Companyas set up by SET.The company has applied Good Corporate Governance to formulate the company’s policy used in administration, and business operation of the company to achieve high efficiency and transparency for a purpose of protecting benefits and promoting confidence of shareholders, investors, employees, and other stakeholders. Guidelines developed from Good Corporate Governance and submitted to the committee for further consideration are described as follows:

Policy of management and administration

Guidelines of this policy are detailed as follows:

  • Manage with care and perform duties as efficiently as possible for the purpose of the highest benefits of shareholders.
  • Perform duties with transparency and disclosure to the public, shareholders, and other stakeholders.
  • Give importance to control and internal audit system. Beware of the company’s risk exposure and manage the risks diligently.
  • Assure of no conflict of interest in business operation and take full responsibility for one’s own decision and actions.
  • Treat shareholders and stakeholders equally. Assure of fairness among business partners, shareholders, and other stakeholders.

Rights of shareholders

The company gives importance to equal rights among all shareholders.

  • Right to obtain the company’s information.
  • Right to cast a vote
  • Right to obtain fair treatment whereas every shareholder shall be assured of the equal right as deserved by all shareholders.
    • Rights of stakeholders

      The company gives importance to right of every group of stakeholders as described below.

    • Shareholders The company is committed to representing the best of shareholders in the business transparently. Taking into account of the growth of its value in the long term and good returns
    • Employees Employees are an important factor for company to achieve goal thus the company shall treat all employees equally and fairly in accordance with the law, including fair compensation and fringe benefits.
    • Business partners the company’s purchase and sales of goods and service follows the acceptable commercial practices. And the company shall strictly follow all terms and conditions as agreed in the business contract
    • Creditors The company will maintain compliance with the terms strictly creditors.
    • Customers The company’s responsibility and concern for the customers are toward the effort in providing quality and standard service, including having measure of keeping confidential customer information and having customer complaint procedure.
    • Competitors :the company competes within the acceptable rules and the boundary. Avoid unethical actions which cause unfairness of competitive advantages over the competitors
    • Communities the company has responsibility in maintaining good environment for the surrounding communities and the society as a whole. The company has established a measure of assuring pollution-free environment ie. good maintenance of equipment and tools.

    Shareholders’ Meeting

    In the meeting, shareholders are able to ask questions and to give opinions or suggestion to the company. In addition, after the company is listed in the securities market, the company will invite the president of directors, representative of Audit Committee, external auditors, and a legal officer to attend the meeting in order to answer shareholders’ questions as appropriately as possible

    Leadership and Vision

    The Board of Directors takes parts (or approve) in establishing vision, mission statement, strategy, objectives, business plans, and a budget. Also, the committee controls and oversees the executives to assure that business and budget plan is executed efficiently and proficiently. All actions taken reflect the effort to increase economic value of the company, resulting greatest security for shareholders. Audit Committee is established to take charge of preparing proper financial statements, running internal control, disclosing information of the company when there are any related-party transactions occurred, and correcting any transactions suspicious of being conflict of interests.

    Conflict of interests

    Whenever there are transactions which are probably the conflict of interest, Board of Directors and the executives will carefully review such transactions with the company’s interest as a priority. Measure used for approving related-party transactions, including policy and guideline of doing related-party transactions in the future has been agreed and approved in the meeting of Audit Committee no.1/2006 on 29 March 2006, and Board of Directors meeting no.2/2006 on 29 March 2006..

    Business ethics

    The company has developed and issued Code of Ethics for directors, management, and employees to serve as guidelines for proper actions in performing duties. This is communicated to all directors, management team and every level of employees, also public on company’s website which would be best practice to comply the principle of good governance.

    Balances of non- Executive Committees

    In order to prevent the possibility of a person’s or a group of persons’ having an absolute decision power, the company has appointed 4 IndependentDirectors to sit in the committee, which is accountable for more than one third of the whole committee. Balance of power and authorities will promote efficiency of management and overall internal control system.

    Position aggregation or segregation

    Chief of Officer does not hold a position of President concurrently in order to separate the duties of policy making, supervision, and routine work management. Scope of duties and authority of Board of Directors and President is clearly stated, resulting that neither the CEO nor President has an absolute power whereas approval from Board of Directors and majority of shareholders is required for execution of significant deals or plans. In addition, President or Board of Directors cannot approve any transactions or proposals in which there is a conflict of interest between such person(s) and the company.

    Remuneration of directors and the Management officers

    Remuneration of directors is considered upon the assigned duties and responsibilities, and be approved in the meeting of shareholders, whereas those of the management officers is upon the policies as established by Board of Directors, which associated with the assigned duties and responsibilities of the management officers. Apart from the policies of Board of Directors, remuneration of the management officers is evaluated from performance of the individual management officer and of the company

    Board of Directors meeting

    The Board of Directors meeting is held at least once every three months and additional meeting can be held when necessary. The directors can proposed additional issue for the Board of Directors to consider, including offering suggestions at such meeting an open / direct manner. The company will prepare and distribute the minutes of meeting for each Board of Director’s meeting.


    According to the resolution of the general shareholders’ meeting (No. 3/2005) dated March 1, 2005, the company appointed an audit committee comprising of four independent directors to assume a 2-year job term as member of the company’s audit committee with scope of authority as specified by The Stock Exchange of Thailand. The audit committee regularly holds a meeting at least once in three months, and may request the company for permission to hold a special meeting in event of an urgent case if necessary.

    Internal control and audit

    The company had established an effective internal audit system for both the managerial and operations levels, and clearly specified the scope of authority for staffs at every job level. This serves to protect the company’s assets, segregate the job duties of those being evaluated and those performing the monitoring and evaluations. This will ensure a check and balanced system within the organizations to minimize abuse of authority. Moreover, the company had also established an internal audit division which reports directly to the audit committee and allow the company’s auditor to evaluate and review the company’ internal audit process during the auditing of the company’s annual financial statements.

    Board of Directors’ report

    The company’s Board of Directors is responsible for ensuring that the company’s operations comply with good corporate governance principles, review, approve, disclose the company’s annual financial statements and annual business operations report.

    Relations with investors

    According to the Company’s policy, management has a duty to disclose information to investors on the basis of reliability and accuracy, whereas the information may have an impact on the Company as specified in the regulation of Securities Exchange Committee and SET. Investors are able to contact Investors Relationship directly at Tel. 02-941-6931, 02-941-6931 Email : or to get Company’s information.


    Corporate Governance

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