The Board of Directors of the Company realizes the concept of good corporate governance to enhance transparency and competitiveness and, most importantly, to create confidence to shareholders, investors and stakeholders of all groups and long-term value added in accordance with the principles of good corporate governance announced by the Stock Exchange of Thailand as follows:
The Company realizes and accords due important on shareholders and provides them with the rights equally. The Company has a policy to accurately provide information and news of the Company through a shareholders' meeting which will be held at least once a year. Every shareholder is entitled to receive dividend payment. The Company also provides shareholders with the right to express opinions and suggestions and consider important changes, wherein the Company facilitates all shareholders on an equal basis. The date, time and venue for shareholders' meeting are set and invitations sent out in advance together with the list of identification documents required to attend the meeting. To facilitate shareholders under the Company's policy, shareholders can send a proxy or authorize the Company's independent director to vote on behalf of the shareholder in the event that the shareholder is unable to personally attend.
Shareholders are given equal opportunity and encouraged to ask questions and express their views at the meetings. All members, and the Chairmen in particular, of the Board of Directors are encouraged to attend the shareholders' meeting to provide explanations in the shareholders' meeting. Moreover, the Company provides opportunity for shareholders to acknowledge the Company's news through the Company's website (www.workpoint.co.th) for their support in making their voting decision. The Company also has a policy to refrain from doing any act which restricts shareholders' opportunity to study the Company's information memorandums and the Company provides shareholders with the opportunity to ask questions to Investor Relation Department ("IR") at the telephone number 0-2833-2281, 0-2833-2215 or via email at email@example.com.
In the Annual General Meeting of Shareholders for 2013, the Company provided minority shareholders with the opportunity to propose agenda items and names of the person who is qualified to be elected as director of the Company. On 17 January 2013, the Company disclosed its notification through the SET system so that minority shareholders may propose agenda items or names of the person who is qualified to be elected as director of the Company in the Annual General Meeting of Shareholders for 2013, and disclosed criteria and procedure thereof on the Company's website. The progress of which has been disclosed in the SET website.
The Company has a policy to facilitate and treat all shareholders equally with respect to their inspection right and right to express opinions on the Company's business operation. The Company has a policy to follow its Articles of Association and provide shareholders with options for each time they are unable to attend the meeting. Proxy instrument is provided in case that the shareholder wishes to appoint independent director, audit director or any other person as his or her proxy to attend and vote in the shareholders' meeting on his or her behalf. The Company has in place measures against the Company's directors, executives and employees misusing insider information for personal gains or benefits of others (Abusive Self - Dealing) such as insider trading, and disclosure of internal information to related person of director and executive which causes damage to shareholders as a whole, as per the Section of "Internal Information Control".
Conflicts of Interest
It is the Company's key policy to forbid its directors, executives and employees to take any improper advantages from their job positions while being employed by the Company for their own benefit. A guideline has been issued to prohibit directors, executives and employees from undertaking connected transactions that may cause conflicts of interest with the Company. In the case that it is necessary to commit any connected transaction for benefits of the Company, the Board of Directors mandates that such transactions be undertaken in lieu of the regulations stipulated by the Stock Exchange of Thailand. Information of connected transactions has been fully disclosed in both the Company's annual report (Form 56-2) and annual registration statement (Form 56-1).
The Company puts emphasis on the rights of all its stakeholders whether internal or external. These stakeholders include all shareholders, employees, customers, trade partners and/or creditors, business competitors and society, detailed as follows:
The Company is committed to operating with knowledge, ability, loyalty, honesty, transparency and fairness, for the Company's growth and stability, and for shareholders to receive lasting returns from effective and efficient operations. Shareholders are to receive accurate and complete reports on the status and performance of the Company in a consistent and timely manner.
The Company encourages continuous knowledge development to enhance employees' ability at all levels, treats them equally with fair opportunity, and provides them with appropriate and fair compensation through the establishment of provident fund for employees' benefits and the treatment towards them in accordance with labor and welfare laws. The Company respects the employees' personal rights and responsibilities and ensures a good working environment for the health and safety of employees' lives and properties. In addition, the Company encourages employees to conduct themselves with good values and to work together harmoniously within the organization.
As the Company is in an entertainment business, it focuses on conducting business properly by providing entertaining contents within the scope of laws, ethics, and Thai traditions through quality employees, using innovative and modern technology. The Company also provides the opportunity for customers to give feedbacks. the Company will find corrective measures and/or respond to the customers' needs as appropriate.
To Trade Partners and/or Creditors
The Company strictly abides by the conditions and contracts agreed with trade partners and/or creditors, and does not request or accept goods or other benefits that are not a part of honest business transactions. If the Company cannot abide by such conditions, or if there is evidence of fraud, the Company will inform or release such information to the trade partners and/or creditors to jointly rectify the problem and to prevent any damage.
The Company has a policy to treat all competitors equally, lowfully, and in good faith by developing quality of programs. Competitor is a significant factor to drive the Company to continuously develop the quality of its program production.
The Company is committed and takes emphasis on the corporate social responsibility. Not only does it aim to obtain profits from its operations but it also hopes to compensate the society in terms of ethics and morals through various methods including through the Company's presented programs. In 2012, the Company's activities for social benefits are as follows:
- Publicized and participated in the activity to fight through the drugs to celebrate Her Majesty the Queen's 80th Birthday Anniversary in Pathum Thani. This activity aims to campaign against drugs among the youths. On 26 June 2012, the World Drug Day, the Company and government agencies in Pathum Thani cooperated to organize the youth anti-drug campaign and invited interested persons to participate in drug treatments to celebrate Her Majesty the Queen's 80th Birthday Anniversary and pay respect to her concern on the drug issue. The activity was held at the town hall yard of Pathum Thani province.
- Publicized and participated in the charity activity with the cooperation of Property Management Office of Chulalongkorn University. This activity was the biggest exhibition of the year. It presented art works of worldwide leading artists along the street. This exhibition was called "We Love Siam Square" under the concept of "Siam Street Fest". It provided opportunity and new vision for both Thai and foreign interested persons to watch art plays performed by leading artists. This activity also stipulated the economy and built on reputation of Siam Square as a travelling spot in the city and a fashion shopping place so that both Thai and foreign tourists would get to know this place more. This activity also supported and promoted the tourism in Thailand in accordance with the government's policy "Miracle Thailand Year".
- Publicized and participated to organize "CU Academic Expo 2012" No. 14 under the concept of "Pillar of Wisdom - Developing the Country in the Footsteps of His Majesty the King" to celebrate His Majesty the King's 7th Cycle Birthday Anniversary on 5 December 2011. The Company took part in organizing the exhibition to disseminate bodies of knowledge and innovations of teachers and students of Chulalongkorn University.
- Participated in promoting occupations for disabled people and developing disabled people from disable organizations nationwide through the campaign called "International Day of Disabled Persons 2012". National Council on Social Welfare of Thailand organized the Day of Disabled Persons 2012 at new building Suan Amporn Park. In this regard, the Company took part in publicizing and funding such activity. This activity had the purpose to provide opportunity for disabled persons to present their capabilities. Yet, this activity was organized to sell flowers and products made by the disabled persons as part of the development of occupations for disabled people to encourage them to take part in developing the country.
- Publicized and participated in the charity activity "Red Cross Fair 2012" at Suan Amporn Park.
- Publicized and participated in the charity activity "Mother's Day Fair 2012" and took part in inviting interested persons to make merit by supporting "Jasmine Flower" of National Council on Social Welfare of Thailand.
- Publicized and participated in the charity activity "The Thai Veterans Day on 3rd February" and took part in inviting interested persons to make merit by supporting "Poppy Flower" of Foundation for The Family Welfare of War Veterans.
- Publicized and participated in the charity activity "Mahidol Day" for the remembrance of the Father of Thai medical doctor i.e., the Royal Father of His Majesty the King and took part in organizing the campaign to invite interested people to purchase "Mahidol Flag" of Siriraj Hospital to donate the proceeds to poor and sick people.
- Publicized and participated in "2,600 years Buddhism Celebration and Festival of Buddha Tooth" organized by the Office of the Prime Minister, National Office of Buddhism and Buddhist Artists Support Association for purpose of celebrating on the occasion of 2,600 year anniversary of Buddha's enlightenment.
- Publicized and participated in the activity organized by Royal Thai Police.
- Publicized and participated in the activity called "Power of Thai" together with 12 private companies to raise fund for education. This activity focused on the repair and restoration of 84 schools in up-country and Bangkok surroundings which were severely subject to the flood.
The Company discloses both financial and non-financial information with integrity, completeness, timeliness, and transparency in accordance with the regulations of the Stock Exchange of Thailand through various channels including the Stock Exchange of Thailand's channel and the Company's website. Other information in Thai and English that is expected to be beneficial to shareholders, investors and analysts is also disclosed. The Company has a policy to update its news on a continuous basis.
Quality of Financial Reporting
The Company's Board of Directors has monitored to ensure that the disclosed financial information contains accounting data that is correct, complete in a material respect, transparent and in compliance with generally accepted accounting standards ensuring appropriateness to the Company's operations and applying such accounting standards on a consistent basis. The Board has arranged to have effective risk management and internal control systems and appointed the Audit Committee to have the responsibility of ensuring quality of financial disclosure report and internal control system. The Board of Directors has prepared the report on its responsibility towards financial disclosure report and the Audit Committee has reported its audit result as the details appear in the annual report.
Relationship with Investors
An Investor Relation Department has been established to serve as the Company's representative to communicate on the Company's behalf with shareholders, institutional investors, investors, equity analysts and the general public community through a number of channels, such as the Stock Exchange of Thailand, the Office of the Securities and Exchange Commission, media, e-mail, telephone, fax, and posting information on the Company's web site www.workpoint.co.th both in Thai and English. Interested persons can contact the Company for information via the Company's web site www.workpoint.co.th or via the E-Mail: firstname.lastname@example.org, or contact by phone: 02-8332281, 0-28332215.
Structure of the Board
As of 31st December 2012, The Board of Directors of the Company has a policy to comply with the Code of Best Practice for directors of a listed company with regard to their duties and responsibilities. For example, director has to comply with laws and regulations of the Company, has integrity and responsibility to shareholders, and has intention to continuous conducting the business. Director shall set policies and business directions of the Company, and be responsible to supervise management to efficiently and effectively operate the business under determined policies, as well as be responsible of the preparation of financial reports etc. Moreover, the Company arranges to hold a meeting of the Board of Directors on a regular basis and appoints the Audit Committee to supervise the Company's internal control system to ensure transparency of the Company's operations which will bring the utmost benefit to the Company and shareholders.
The Board of Directors comprises nine members, six of which are executive directors and three of which are independent directors as required by the principles of good corporate governance for listed companies. The number of independent directors is suitable and sufficient to review the management of the Company and supervise the business effectively.
Meetings of the Board of Directors
The Board of Directors of the Company requires to hold a meeting of the Board of Directors at least four times a year and to hold a special meeting such as a meeting for half-year planning and annual planning etc. The Chairman of the Board and Chief Financial Officer are responsible for determining the appropriate agenda items and its sequence while allowing other Board Members to submit other agenda items for consideration. The agenda of each Board meeting is clear and the Company sends agenda items and related documents to the Board seven days prior to the meeting date so that Board members have sufficient time to study the issues beforehand. Additional information on each agenda can be sought from the Corporate Secretary.
The Chairman has a policy to promote careful judgment and provide sufficient time for the thorough discussion so that the management can propose matters and discuss on important issues carefully. The Board requires the Corporate Secretary to prepare meeting agenda items and invitations, supervise, and arrange the meetings. The minutes to Board meetings are recorded and prepared by the Corporate Secretary. In 2012, there were seven meetings held with normal agenda items. Details on the participation of each Board member are disclosed in the "Management Structure".
Internal Control and Audit System
The Company places emphasis on the internal control system both at the management level and at the procedural level to ensure operating efficiency. Asset utilization is being controlled to provide the benefit for the Company. There are clear cut responsibilities of the administrative, management and the assessment functions to ensure an appropriate check and balance system.
There is an Internal Audit Department whose function is to perform audits and assess results to ensure that the Company's core operations, key financial transactions, administrative functions, management information system, compliance with laws and regulations applicable to the Company and special audits are undertaken within stipulated guidelines to ensure efficiency. The Internal Audit Department operates independently and can audit and balance any function. The Internal Audit Department is required to report its audit result directly to the Audit Committee.
Great emphasis is put on risk management by the Company's Board of Directors and the Company has determined and assessed business risks with preventive and corrective measures have been prepared. Risks that bear effect on the Company's operations are stipulated in the "Risk Factors".
The Corporate Secretary was established to support the various activities of the Board of Directors to ensuring the effectiveness of the Board to Directors and Company along with abidance of related laws and regulations and supporting the Company's good corporate governance. The Corporate Secretary shall also arrange meetings of shareholders and meetings of the Board of Directors in compliance with the laws and Articles of Association of the Company including other appropriate guidelines. The Corporate Secretary is also responsible for preparing and safe-keeping the supporting documents of meetings and ensuring the execution of tasks as per the resolution of a meeting of shareholders and that of the Board of Directors.
Supervision on the Use of Inside Information
The Company has a policy to prohibit the Company's personnel from disclosing the inside information to others or using the inside information for their self-interest or for the share trading. The policies and measures of the insider trading are as follows;
- Raise awareness to the directors and executives for the duty to submit the securities holding report for themselves, their spouses, and minors including the penalty according to the Securities and Exchange Act B.E. 2535 (A.D. 1992) and the regulation of the Stock Exchange of Thailand;
- Require the executives to submit the securities holding report to the Office of the Securities and Exchange Commission and a copy thereof to the Company at the same day;
- Send circular letter to inform the executives that whoever holds the financial or internal information that is substantive and can lead to the change of the price of the securities shall avoid to trade the Company's security within one month prior to disclose such information to the public and keep in confidentiality to the other person.
As of the end of 2012, the Company had 446 employees in total. The Company provides remunerations to the employees in forms of salary, bonus and employee welfare which includes medical welfare and provident fund.
Policy on Human Resource Management
Personnel Recruitment and Development
The Company believes that human resource is the most important thing which will bring innovative, good quality, and efficient works to the Company. The Company, therefore, has a policy to manage human resource starting from the process of recruitment and selection of personnel. The Company aims to select personnel with quality and intention to become a part of the Company. The Company also develops personnel skill, knowledge and competency by providing on-the-job training coached by the team having high knowledge, competency and experience. Seminars are also organized for personnel to attend in accordance with their related functions. Moreover, the Company arranges to have a provident fund for its employees.
Maintenance of Personnel
The Company has a policy to maintain personnel with good quality by providing a good working environment and atmosphere to encourage them to express their creative thinking and full capability. Personnel development, performance assessment and consideration of appropriate returns suitable with capability and responsibility are put in place.