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.