The Board of Directors emphasizes good corporate governance and believes that good management system, visionary and responsible Board of Directors and executives, balance of power and control mechanism that enable transparent and auditable management, respect on rights and equality of shareholders and responsibility towards stakeholders are significant factors that will add value and create utmost benefit to the shareholders of the Company in the long term.
The Board of Directors establishes the Code of Business Conduct of the Board of Directors and the Code of Business Conduct of Staff and operates the business in accordance with sufficiency economy philosophy in order to be a model of good performance for directors and staff, including the staff of subsidiary companies. It is also to ensure that the performance of directors and staff is in conformity with good corporate governance principles or regulations of the Stock Exchange of Thailand and Securities and Exchange Commission as follows:
The details are disclosed in the website of the Company i.e. www.lpn.co.th.
- Section 1 : Rights of Shareholders
-
The Company respects basic rights of shareholders both as investors and owners of the Company by treating all shareholders equally. Shareholders are able to find out the result of the performance of the Company, management policies or complete any transactions through the Company's website i.e. www.lpn.co.th both in Thai and in English or the website of the Stock Exchange of Thailand i.e. www.set.or.th. Shareholders can be confident that such rights are protected and treated with respects.
- The Company appointed Thailand Securities Depository Co., Ltd. as a registrar of the Company in order to provide convenience for shareholders in any business related to securities registration of the Company.
- As for the date of the Annual General Meeting of Shareholders, the meeting will not be organized on a public holiday or bank holiday. The time will be between 8.30-17.00h and the venue will be in Bangkok.
- Shareholders have the right to attend the Annual General Meeting of Shareholders which is organized once a year on appropriate date and time which will not be longer than four months after the end of the accounting period of the Company. The Company will send out the meeting invitation letter together with meeting handouts with sufficient and complete information explaining the details and comments of the Board of Directors in all agendas with the following details:
- Information of those who are nominated for the position of director to replace directors who are to retire by rotation.
- Biography of the candidates who are nominated for the position of director.
- Regulations of the Company specifically related to the Annual General Meeting of Shareholders.
- Documents and evidences that the shareholders must present prior to attending the meeting and information on how to authorize the meeting registration and how to cast a vote in the meeting.
- Map of the meeting venue.
- Proxy Form B. Type (which specifies detailed, clear and fixed items for authorization). The Company has prepared three types of proxy forms following the notices of the Ministry of Commerce, namely, Type A, B and C. Shareholders have the right to choose one of the forms to be used which can be downloaded from the website of the Company so that shareholders could make a decision to cast a vote in various agendas no less than seven days in advance. Moreover, the Company published a meeting announcement in a newspaper for three consecutive days no less than three days prior to the meeting. Shareholders could also register no less than one hour prior to the meeting to allow smooth meeting registration.
- The Company has increased the channel in publishing the meeting invitation letter and meeting handouts through the Company's website i.e. www.lpn.co.th both in Thai and in English 30 days prior to the meeting so that shareholders can spend more time considering important agendas.
- The Company assigned Thailand Securities Depository Co., Ltd. which is the registrar of the Company to deliver the meeting invitation letter to shareholders 14 days prior to the meeting. The Company gives the right to shareholders who attend the meeting after it has already been started to cast a vote on the agenda being considered and not yet voted. Shareholders will be counted as a quorum for the meeting starting from the agenda being considered when they enter the meeting.
- The Company established the procedure in the Annual General Meeting of Shareholders in compliance with law with the emphasis on convenience, right and equity of shareholders. As for meeting registration, the Company provides sufficient staff and appropriate technology in order to ensure convenience in checking the documents of shareholders more than one hour prior to the meeting.
- Before the start of the Annual General Meeting of Shareholders, the Chairman of the Board of Directors will introduce members of the Board of Directors, auditors, legal consultant and high-ranking executives of the Company who also attend the meeting to shareholders and inform the shareholders how to cast a vote and shareholders' rights. The Chairman of the meeting will be responsible for conducting the meeting according to the agenda stated in the meeting invitation letter, allocating time for each agenda appropriately and sufficiently without adding any other agendas apart from those stated in the meeting invitation letter.
In 2017, all of the 12 members of the Board of Directors of the Company and subcommittees have attended the Annual General Meeting of Shareholders. The meeting attendance rate is 100%.
In addition, the Company produces ballots for shareholders to use for voting in each agenda. The votes of all agendas i.e. for, against and abstention will be counted and disclosed transparently and fairly. The Board of Directors will provide opportunities for shareholders to express their comments and inquires on various issues related to business operation of the Company and subsidiary companies. The meeting minutes will be accurately and thoroughly recorded. - The Company has disclosed the list of top ten shareholders of the Company as of the book closing date before the Annual General Meeting of Shareholders to shareholders through the website of the Company i.e. www.lpn.co.th both in Thai and in English.
- On the agenda to elect directors to replace directors who retire by rotation, the Company will provide opportunities for shareholders to elect individual director in every Annual General Meeting of Shareholders. The Company has provided sufficient background information of each nominated director for the consideration of shareholders.
- In every Annual General Meeting of Shareholders, the Company gives shareholders the right to consider and approve remuneration for the Board of Directors and subcommittees. The Company has provided sufficient details of the remuneration of the Board of Directors and subcommittees for the consideration of shareholders.
- In every Annual General Meeting of Shareholders, there will be an agenda on the appointment of auditors and remuneration for auditors which are to be proposed to shareholders for approval. The Company has provided the information about the nominated auditors as well as sufficient details of the remuneration for auditors for the consideration of shareholders.
- In 2017, the Company applies E-Voting system of Inventech Systems (Thailand) Co., Ltd. which used to provide the programming service under the name of Thailand Securities Depository Co., Ltd. in the registration of the meeting, counting the quorum of the meeting and counting votes for each resolution according to the agenda.
- During the meeting, the Board of Directors provides opportunities for shareholders to express comments, provide recommendations or ask questions in each agenda freely before voting.
- The Company will produce a detailed, completed and factual meeting minutes after the meeting ended. The minutes will be submitted to the Stock Exchange of Thailand and the Ministry of Commerce within 14 days after the meeting and be published on the website of the Company i.e. www.lpn.co.th both in Thai and in English.
In 2017, after the Annual General Meeting of Shareholders 2017 on 30 March 2017, the Company has informed the Stock Exchange of Thailand on the resolutions of the Meeting together with the voting results by notifying the Director and Manager of the Stock Exchange of Thailand via the communication system of the Stock Exchange of Thailand on the day of the Meeting (30 March 2017). The minutes of the Annual General Meeting of Shareholders which records the meeting, the voting in each agenda and comments of shareholders is sent to the Director and Manager of the Stock Exchange of Thailand within 14 days i.e. on 11 April 2017. The minutes is published on the website of the Company i.e. www.lpn.co.th both in Thai and English. The photos taking during the meeting are also published on the website. - The voting will be done openly. A ballot for each agenda will be provided so that shareholders are able to vote independently.
- The policy of the Company is to pay the same rate of dividend to all shareholders.
- The Company has increased the channel to publish the meeting invitation letter, meeting handouts, attendance rules and regulations of the meeting through the Company's website i.e. www.lpn.co.th both in Thai and in English before meeting documents are sent out to allow more time for shareholders to consider the information which is sufficient and complete.
- The Company gives shareholders who attend the meeting after it has already been started the rights to cast a vote on the agenda being considered and not yet voted. Shareholders will be counted as a quorum for the meeting starting from the agenda being considered when they enter the meeting.
- The Company has taken care of shareholders by providing information and news and informing the result of the performance and management policy on a regular basis and in a timely manner. Apart from the disclosure of information through the news system of the Stock Exchange of Thailand, the Company has also published important information and up-to-date news on the website of the Company i.e. www.lpn.co.th.
- The Company published an announcement via the information system of the Stock Exchange of Thailand and the website of the Company i.e. www.lpn.co.th to invite minor shareholders to propose an agenda which should be considered in the Annual General Meeting of Shareholders in advance from 1 September-30 November of every year.
As for the Annual General Meeting of Shareholders in 2017, on 8 August 2016, the Company has invited minor shareholders via the information system of the Stock Exchange of Thailand and the website of the Company i.e. www.lpn.co.th to propose a meeting agenda during 1 September – 30 November 2016. - In order to facilitate travel convenience for the shareholders, the Company informs the shareholders in the meeting invitation letter of different directions and means of transportation they can take to travel to the venue of the Annual General Meeting of Shareholders. The map of the venue, bus number and MRT map is provided.
In 2017, one Annual General Meeting of Shareholders is organized on 30 March 2017. The venue is the meeting room on 11th Floor, 1168/7, Lumpini Tower Building, Rama 4 Road, Tungmahamek subdistrict, Sathorn, Bangkok. There is no Extraordinary Meeting of Shareholders in 2017. - In the Annual General Meeting of Shareholders each year, the Company will invite the shareholders to visit the project of the Company so that they will be informed of the Company’s policy on sales management, construction management and community management. It will also be a good opportunity to communicate to the shareholders. In 2017, the company did not have a visit to the project.
- Section 2 : Equitable Treatment of Shareholders
-
The business operation of the Company bases on the principles of integrity, ethics and responsibilities towards the society and all stakeholders. The Board of Directors performs its duties in consideration of the highest interests for all shareholders equally and gives importance to and respects the rights of shareholders as owners of the Company without favoring any particular group of shareholders. Therefore, shareholders can be confident that their rights will be protected and treated fairly. The Board of Directors maintains such rights of shareholders as follows:
- The Company discloses sufficient information on the result of the performance and management policy to all shareholders on a timely basis. The information of connected transactions is also provided accurately and completely. The information necessary for decision making of shareholders will be published on the website of the Stock Exchange of Thailand i.e. www.set.or.th and that of the Company i.e. www.lpn.co.th both in Thai and in English.
- The Company will conduct the Annual General Meeting of Shareholders according to the agenda stated in the meeting invitation and will not add any agendas without informing the shareholders in advance. If there are to be an addition of other agendas apart from those stated in the meeting invitation letter, the Company must seek approval from no less than one third of the shareholders present at the meeting and entitled to vote.
- The Company will send meeting invitation letter together with handout documents with complete and accurate details and comments of the Board of Directors on each agenda to shareholders for every meeting within the period required by law. The meeting invitation letter and handout documents both in Thai and in English will be published in advance to allow more time for shareholders to consider the issues through the website of the Company i.e. www.lpn.co.th.
- In case that shareholders are unable to attend the meeting, the Company will send proxy form which is consistent with the form of the Ministry of Commerce together with the meeting invitation letter so that any shareholders who intend to appoint a proxy to attend the meeting can authorize a person or an independent director of the Company to attend the meeting in order to reserve the right of the shareholders.
- The voting right of shareholders is according to the amount of shares held i.e. one share is equivalent of one vote.
- The Company controls the use of internal information and prohibits directors and executives to use essential internal information of the Company and subsidiary companies which are not yet disclosed to the public for the their own benefits or for benefits of others, including the purchase and sell of securities of the Company. Directors, executives and employees who have access to internal information must refrain from purchasing or selling securities of the Company during the period of one month prior to the disclosure of the financial statements to the public.
- Every time directors or executives purchase, sell, transfer or accept transfer of the securities of the Company, they must inform the Securities and Exchange Commission and the Stock Exchange of Thailand within three days from the date of the change as well as inform the Company Secretary. The report of shareholding of directors and their spouse will be included in one of the ordinary agendas of the Board of Directors' Meeting which is held quarterly.
- The Company establishes direction to monitor and solve conflict of interest problems. According to the Audit Committee Charter, the Audit Committee will be responsible for reviewing compliance with rules, regulations and law as required by the Stock Exchange of Thailand and the Securities and Exchange Commission. If the meeting passes a resolution that may cause a conflict of interest or connected transactions, the Company will publish the value of the transaction, names of contracting parties, persons connected, necessary reasons for the transaction and any other details related to the transaction completely and accurately on the website of the Stock Exchange of Thailand i.e. www.set.or.th and that of the Company i.e. www.lpn.co.th both in Thai and in English.
- Section 3 : Roles of Stakeholders
-
The Company gives importance to the interests of all stakeholders, operates its business responsibly and fairly to all related parties, determines to develop the business of the Company to be stable and sustainable and able to appropriately reward the shareholders and protects the benefits and the assets of the Company with prudence. The Company also looks after the rights of the stakeholders by treating them equally as follows:
Shareholders: The Company respects basic rights of shareholders under the law and the Articles of Association of the Company by treating all shareholders equally. The Company establishes a mechanism to assure the shareholders that they will receive accurate information and appropriate returns according to the dividend payment policy of the Company. Connected transactions are controlled and measures to prevent conflict of interests are in place. The Company also prevents the use of confidential internal information and prohibits directors or executives who have access to such information to exploit the Company's internal information for personal interests, including the buying and selling of the securities of The Company during the period of one month prior to the disclosure of the financial statements to the public. Customers: The Company emphasizes the significance of customers and acts with responsibility towards them at all times. The Company also believes in the value of regularly creating satisfaction and confidence of customers by focusing on the development of products, being responsible for the quality and standards of products as advertised or promised, developing and improving services to the customers and maintaining confidentiality of customers. The Company also gives importance to the creation of a good quality of life, the promotion of close family ties and relationship building with customers through various regular activities. The Company establishes a Department to be responsible for receiving complaints i.e. Customers' Experiences Management Department: Call Center (02) 689-6888. Trade Partners: The Company complies with the agreements and conditions of honest competition, equality and fairness, considers the highest interests of the Company on the foundation of fair compensation for both parties, strictly keeps its promises to trade partners and builds relationship and understanding towards each other. The Company avoids situation which may cause conflict of interests through negotiation amicably and will not ask for or receive goods or any other benefits other than those stated in the trade agreement.
At present, the trade partners of the Company are the network of operators of various businesses such as architects, engineers, consultants, contractors, construction material traders, transport business operators and security company. They are considered business alliances and the Company emphasizes the provision of appropriate returns, does not take them for granted or only concerns for the profits of the Company. The business is operated based on fairness.However, the procurement policy has clearly been established. All trade partners must submit the quotation for project design, construction, transportation, security service, construction materials, etc. to the Company. The consideration will be based on appropriate price and the quality of products and services. The procurement guideline is as follows:
- Prepare an agreement that is appropriate and fair. The Company strictly adheres to the terms and conditions stated in the agreement and ensure the transparency of the procurement process.
- Assess the quality of the product and services received.
Competitors: The Company abides by rule of honest and fair competition through the use of friendly competition to support each other without causing any damages to the business or relationship between each other. The guideline for interacting with the competitors is as follows: - The Company will seek confidential information of the competitors or acquire such information in a corrupted, illegal or unethical manner.
- The Company will not do anything that will cause unfair competition or a trade monopoly.
- The Company will not do anything to damage the reputation of the competitors.
Throughout the years including in 2016, the Company has never had any disputes with competitors.
Creditors: The Company complies with the conditions of its trade agreements with honesty in order to create confidence and trust towards each other. In case that creditors are financial institutions, the Company have always complied with the conditions of loan agreements or credit agreements to build confidence of the financial institutions by strictly following the conditions stated in the contract and agreement. The Company adheres to the following rules in dealing with creditors:
- Comply with the agreements with all trade partners and creditors fairly and equally on the foundation of fair compensation for both parties.
- Refrain from asking for, receiving or offering any dishonest benefits.
- In case of loans, the Company will not exploit the loan money in the way which goes against the objectives in the agreements/conditions of the borrowing.
Employees: The Company gives importance to all employees and recognizes that employees are valuable assets and contribute to the success and achievement of the Company. The Company takes care of its employees and treats them fairly in terms of opportunity, reward, appointment and transfer, all of which are in line with the performance of each employee and business success of the Company.
The structure of the monthly remuneration of staff both in the long-term and short-term must be in accordance with remuneration in the labor market. The competencies, experiences and performance of each staff are taken into consideration. The Company does not only consider the remuneration for staff based on the competitive remuneration rate in the market but also on the equality of staff in the Company. This is assessed from the scope of responsibility of each position and experiences and skills required. In each year, the salary will be adjusted by taking into consideration the inflation rate and GDP.
Apart from monthly remuneration, the Company also provides annual bonus based on the performance of the Company in each year as well as other benefits such as health insurance, annual medical-check up, provident fund and aid money in time of death of parents or spouse of employees. The Company also arranges an exercise area for staff, concerns for work-life balance and regularly monitors the safety of the workplace and provides safety equipment for staff and organizes fire drills.
In addition, the Company focuses on capacity development of employees at all levels, equips them with knowledge and ability to perform their duty and develops staff with high competencies towards leadership. The Company also provides opportunities for staff to take part in the establishment of the direction of operation, promotes good culture and atmosphere at work, improves surroundings for the safety of life, health and property of staff.Society and Environment: It is realized that the property development business has direct impacts on the environment and society, especially the development of large-scale projects. It is believed that the responsibility of real estate business operators should not end when the condominium units are handed over to the customers but they should also be responsible for the management of the building as well as the quality of life of the co-owners. Environment and society is one of the stakeholders of the Company. The environmental and social policy is clearly established and communicated to staff to raise awareness in the organization. It is also cascaded to the trade partners and communities managed by the Company.
The Company has established the Corporate Environmental and Social Responsibility Committee to be responsible for the follow-up, monitoring and operation of the environmental and social policy. The Charter of the Committee is established. The environmental and social operation is supervised by high-ranking executives of the Company. The business alliances have also become members of the Committee.
The Triple Bottom Line (3P) principle has been applied in the operation. The concept of 6-8-10 i.e. 6 Green LPN for 8 stakeholders in 10 processes is established as a guideline for project development. The stress will be put on the responsibility towards stakeholders (especially the environment and society) in the operation process. The details are as follows:
6 Green LPN:
- Green Enterprise - Business operation that focuses on the management of human resources.
- Green Design Concept - Product design that is environmental friendly and environmentally responsible.
- Green Financial Management - Appropriate returns and organizational growth.
- Green Marketing Management - Marketing activities that are fair for consumers and competitors.
- Green Construction Process - The management of environmental and social impacts from construction process under QCSES+P concept.
- Green Community Management - The management and enhancement of the quality of life of the residents under FBLES+P concept.
The Company has produced the 6 Green LPN Checklist to standardize all aspects of the operation. The eight stakeholders of the Company are as follows:
- Shareholders
- Staff
- Customers
- Residents in the communities developed by the Company
- Environment and society
- Trade partners
- Neighboring communities
- Construction workers
Apart from the corporate environmental and social responsibility in process, the Company also gives importance to the corporate environmental and social responsibility activities in 2016. The details are as follows:
1. Project Management
- Monitor environmental quality in projects that are under construction.
- Inspect accommodation of construction workers in the projects that are under construction to ensure tidiness and provide assistance as appropriate.
- Provide free lunch and free haircut to construction workers.
- Test for drug abuse among construction workers.
- Record the amount of waste generated in projects in order to manage waste for sanitation purpose.
- Organize first aid and medical use training for construction workers.
- Provide medical check-up and vaccines to construction workers.
- Reuse construction waste.
2. Community Management
- Organize energy conservation program.
- Manage wastewater and waste in Lumpini communities developed by the Company.
3. Human Resources Management
- Focuses on welfare and benefits for staff.
The environmental and social activities out process are as follows:
- Organize blood donation activity in which the staff and joint owners in all communities are encouraged to take part in the activity for more than 20 years.
- Establish Lumpini Volunteer Clubs in more than 100 communities developed by the Company to promote the culture of “togetherness, care and share” amongst the co-owners in the communities. Various activities are organized by the volunteer clubs and partly supported by the Company.
- Improve the library of the district offices nearby the projects developed by the Company.
- Support and participate in the organization of activities of various foundations.
- Develop the environment around the government offices, schools and temples that are in the neighborhood of the projects developed by the Company.
The Company has also established the policy on the corporate environmental and social responsibility as process which is not relevant to the core business but some operational processes. A subsidiary company and an institution are established as follows:
- Lumpini Property Service and Care Co., Ltd. (LPC): it is operated as a social enterprise. The mission of the company is to provide career training and job opportunities for underprivileged women (a group of women with no education who are exploited by their employers) in order to upgrade their quality of life and dignity without requesting anything in return.
In 2016, there are 1,600 staff working in LPC. The activities and programs organized for the staff are as follows:
- Education promotion: the Company sponsors scholarships for staff to further their education such as “Literacy Project” and scholarships for vocational education.
- Career training: the Company encourages staff to take career training courses such as Thai massage training and cooking course.
- The Company provides scholarships to children of staff.
- LPN Academy: it is established in 2013 with the objectives to develop the capacity of internal staff. The focus is on community management and services training. In 2016, LPN Academy has shared knowledge with external organizations by accepting study groups, providing speakers to speak at educational institutions and government agencies as well as providing scholarships to graduate students in various universities.
For more details, please refer to the Sustainability Report 2016 of the Company which can be downloaded from the Investor Relations Section at www.lpn.co.th.
Communication Channels for Stakeholders
The Company gives importance to the participation of stakeholders in supporting the operation of the Company in order to build stability and sustainability of the Company by disclosing important business information to stakeholders sufficiently and transparently. The stakeholders, shareholders and investors can submit their comments, file a complaint or provide useful recommendations to add value to the Company by mailing to:
- Chairman of the Board of Directors or
- Chairman of Audit Committee or
- Chief Executive Officer or
- Managing Director
The mailing address is as follows:
L.P.N. Development Public Co., Ltd.
1168/109, 36 Floor, Lumpini Tower, Rama 4, Tungmahamek, Sathorn, Bangkok 10120
Email: director@lpn.co.th
The above persons will compile the information to present to directors of the Company for their consideration. The Company will protect those who submit their comments or recommendations by keeping their information confidential.
As for staff, they can submit their opinions or complaints or report any wrongdoings or misconduct to the Company. The whistleblower policy of the Company is included in the Sustainability Report 2016 which can be downloaded from the Investor Relations Section at www.lpn.co.th.
The Company emphasizes the importance of environmental and social responsibility as well as the responsibility towards stakeholders. The business operation of the Company is conducted by taking impacts on society, environment, customers, trade partners, competitors, staff and creditors into consideration. In 2016, there are no cases of violation of labor law, employment law, trade competition act or punishment from the government or other regulators as a result of a failure to disclose significant information within the given timeframe.
- Section 4: Disclosure and Transparency
-
The policy of the Company is to disclose information to related parties in a transparent manner, whether they be shareholders, customers or staff. The details are as follows:
1. Shareholder
The Company provides information e.g. financial information, general information related to the business operation and performance of the Company that is accurate and complete on a regular basis. The information is distributed to the shareholders, investors, analysts and other stakeholders through various channels. The Investor Relations Department is responsible for providing information on various activities of the Company to shareholders, investors, analysts and stakeholders through various channels e.g.
- The Electronic Listed Company Information Disclosure (ELCID) system of the Stock Exchange of Thailand.
- Disclosure of Annual Information Form (Form 56-1)
- Annual Report (Form 56-2)
- The Company's website i.e. www.lpn.co.th
The Investor Relations Department also collaborates with the Brand Management Department to distribute the information through other channels such as:
- Media including newspapers, journals and TV channels
- Newsletters
Minor shareholders, general investors and analysts who would like to receive the information about the Company can contact the staff at the Investor Relations Department of the Company directly. The Company believes that minor shareholders and general investors nowadays give very much importance to investment information. The staff of the Company will disclose all information equally. The Company emphasizes and is responsible for ensuring the reliability of financial information. The Board of Directors will prepare accurate and complete financial report according to the generally accepted accounting standards and principles. Important information which affects or may affect the changes in the price of the securities of the Company and the decision to invest will be disclosed strictly in compliance with law and rules and regulations of the Stock Exchange of Thailand, the Securities Exchange Commission and other governmental agencies. The Company will constantly monitor any changes to ensure that the laws and regulations are up to date for the shareholders to be confident in the business operation of the Company.
In 2016, the Investor Relations Department has organized various activities to provide information and news to shareholders as follows:
- The executives of the Company has provided the overview of the operation and answered questions of the analysts and investors in the following events:
- 41 company visits
- 13 conference calls
- Two road shows in the country
- Three analyst meetings: to report the quarterly performance of the Company to analysts
- One “Opportunity Day” meeting: to meet with analysts and investors. It is organized in collaboration with the Stock Exchange of Thailand.
- 5 site visits
- One shareholders’ meeting
There are also 40 reports of the analysts analyzing the information of the Company.
- Five media briefings and press conferences are organized.
- Press releases are sent to newspapers, magazines and journals to promote the business of the Company and subsidiary companies, the performance of the Company and subsidiary companies. The executives of the Company i.e. Executive Directors and Managing Directors of the Company and subsidiary companies are interviewed by the media. There is the total of 91 news articles about the Company.
- Information provided to the Stock Exchange of Thailand and Securities and Exchange Commission i.e.
- Annual Report
- Form 56-1
- Financial Statements of the Company
- Quarterly and annual financial analysis reports
- Letters informing the resolution of the Board of Directors, Annual General Meeting of Shareholders and others.
- Three newsletters are sent to shareholders.
Shareholders, investors and the general public can make enquiries by contacting:
Investor Relations Department : Mr. Suriya Suriyabhivadh
E-mail address : IR@lpn.co.th
Telephone : (02) 285-50112. Customers
The policy of the Company is to disclose the information related to the condominiums of the Companies and subsidiary companies via the website of the Company i.e. www.lpn.co.th.
3. Staff
The staff of the Company and subsidiary companies, whether they be staff at the head office or at the offices in Bangkok and other provinces, will receive the information through the intranet system. Other means of communications include notice boards in the Company and projects and whatsapp. The objective is for the staff to be aware of the news related to the Company such as:
- news of activities of the Company
- news or information related to benefits of staff
- news related to staff e.g. promotion of staff, new staff, staff leaving, staff giving birth, etc.
- news for knowledge of staff e.g. tax, social security, etc.
- Section 5 : Responsibilities of the Board of Directors
-
1. Structure of the Board of Directors
Board of Directors consists of experienced and knowledgeable directors in various fields e.g. engineering, architecture, economics, business management, law, accounting and finance all of whom have attended the Direct Accreditation Programme of the Thai Institute of Directors Association (IOD). The Board of Directors play a significant role in designing the policy of the Company in cooperation with high-ranking executives, preparing both long-term and short-term work plan, making financial policy, managing risk and overall image of the Company as well as supervising, overseeing and independently evaluating the performance of the Company and high-ranking executives to achieve the planned outcomes.
The structure of the management of the Company in 2017 consists of six committees as follows:
- Board of Directors
- Audit Committee
- Executive Committee
- Nomination, Remuneration and Good Corporate Governance Committee
- Risk Management Committee
- Corporate Environmental and Social Responsibility Committee
The Company has clearly established and separated the authority of each committee. The consideration of any important issues must be approved by each committee which has specific responsibilities before being proposed to the Board of Directors for consideration or acknowledgement so as to balance the power and ensure transparency and fairness to all related parties.
2. Nomination and Term of Office of Directors
2.1 Nomination and Appointment of Directors
Directors of the Company must have the qualifications and experiences that meet the needs of the Company and do not have any prohibited qualifications stated in the Public Company Act B.E. 2535 and other related laws. The directors must contribute their time and knowledge in their performance in the Company. The selection criteria for the position of the director of the Company in line with the Article of Association of the Company is as follows:
- Directors will be appointed, elected and relieved by shareholders' meeting and hold office at the term stated in the Articles of Association. Directors may be re-elected after the expiration of the term of office except when the director position becomes vacant not by rotation, the Nomination, Remuneration and Good Corporate Governance Committee will be nominating a suitable candidate and propose to the Board of Directors' Meeting in order to appoint a substitute director to fill the vacant position as required by the Articles of Association.
- The Nomination, Remuneration and Good Corporate Governance Committee will nominate candidates for consideration of the Board of Directors before being proposed to the Annual General Meeting of Shareholders for election to replace the directors who retire by rotation.
- In every Annual General Meeting of Shareholders, one-third of directors are to retire. If the number of the directors is not divisible, the number of retiring directors is to be closest to the one-third ratio.
- In the election of the director, the voting will be done on an individual basis. The shareholders have the rights to vote for the candidates who are nominated for the position of directors. The vote is not dividable.
- Individuals receiving the highest number of votes and so forth will be elected as directors of the Company. The number of individuals elected will be the same as the number of positions of directors elected at the time. The directors who are to retire by rotation can be re-appointed again.
- One share equals one vote.
In 2017, in the Annual General Meeting of Shareholders in 2017 on 30 March 2017, there are four directors who retire by rotation, namely,
- Mr. Amornsuk Noparumpa
- Professor Siri Keiwalinsrit
- Mr. Pichet Supakijjanusan
- Mrs. Yupa Techakraisri
In the Annual General Meeting of Shareholders 2017, the resolution is passed by the majority of votes of all the votes of the shareholders attending the meeting and having the right to vote to reappoint all the five directors for another term of office.
2.2 Term of Office of Directors
The Company does not specify the age of a director and/or the highest number of terms which a director can hold office continuously because of the belief that age or the duration of service is not as important as valuable knowledge and experiences each director bring for the benefit of the Company.
3. Number of Companies in which Directors Serve as Directors
The Company establishes a policy that directors of the Company must not serve as directors in more than five other listed companies but does not limit the number of subsidiary companies of other listed companies in which directors serve as directors. The details are as follows:
No. Name Other Listed Companies Subsidiary Company of Other Listed Compaies 1 Mr. Amornsuk Noparumpa 1-2 Prof. Siri Keiwalinsrit --3 Mr. Tawechai Chitasaranachai --4 Mr.Vudhiphol Suriyabhivadh 3-5 Mr. Weerasak Wahawisal --6 Mr. Khanchai Vijakkana 2-7 Mrs. Jongjit Thapanangkun --8 Mr. Tikhamporn Plengsrisuk --9 Mr. Pichet Supakijjanusan --10 Mrs. Yupa Techakraisri 1-11 Mr. Kumpee Chongthurakit 1-12 Mr. Charan Kesorn --13 Mr. Opas Sripayak --Note: Mr. Tawechai Chitasaranachai resigned from the position of Director and Vice Chairman of the Board of Directors of the Company, effective from 1 August 2016.
The Company has disclosed the information about the number of companies in which each director serves as a director in Form 56-1 and in the Annual Report. The Company is confident that this will not cause any conflict of interests or affect the performance of the directors in any way. Over the years, the Board of Directors has shown that they are able to dedicate their time for the performance of their duty. The Company has continuously and regularly received useful guidance, advice and recommendations on the business operation of the Company.
4. Policy on the Position of the Managing Director in Other Companies
In order to enable the Managing Director to dedicate his time to the performance of his duties as the Managing Director for the utmost benefit of the Company, it is the policy established by the Board of Directors that the Managing Director must not serve as a Managing Director in other listed companies.
5. Subcommittee
The Board of Directors has appointed committees and subcommittees i.e. Executive Committee, Audit Committee, Nomination, Remuneration and Good Corporate Governance Committee, Risk Management Committee and Corporate Environmental and Social Responsibility Committee to be responsible for specific matters and propose to the Board of Directors for consideration and acknowledgement. The responsibilities and duties of each committee are as established.
6. Leadership and Vision
The Board of Directors is to establish the vision, mission and policy as well as to ensure that the operation of the Company is in line with the planned objectives and goals for the highest interests in order to add economic value to the Company and shareholders. The Board of Directors also upholds the interests of all stakeholders, expresses their comments and makes a decision independently, does not seek benefits for themselves or others and do not operate in a way that will cause a conflict of interest or a competition with the Company or subsidiary companies.
The Board of Directors of the Company had established clear and written role, responsibilities and duties between the Board of Directors, Audit Committee, Nomination, Remuneration and Good Corporate Governance Committee, Risk Management Committee, Executive Committee and Corporate Environmental and Social Responsibility Committee. Moreover, the mechanism to supervise and follow up the operation and control the Management in a necessary and appropriate time is in place.
The Board of Directors gives importance to financial reports which must reflect actual performance, evaluates and specifies management standard and effectively prevents and manages risks as appropriate under the principle of the balance of power and is reviewable. The Board of Directors determines to develop and enhance the business of the Company in the secure and sustainable manner in order to appropriately reward the shareholders.
7. Specific Roles and Duties of the Board of Directors
The Company clearly specifies and separates the power of the Board of Directors from the Management in each level. The consideration of any important issues must be approved by the Board of Directors and subcommittee so as to balance the power and ensure transparency and fairness to all related parties.
8. Combination or Separation of Positions
The policy of the Company is to separate the responsibilities of the Chairman of the Board of Director from the Chief Executive Officer (CEO), both of whom have to be knowledgeable and capable, be equipped with suitable experiences and qualifications and must not be the same person. The governance and management responsibilities have been separated in order to create a balance of power.
Chairman of the Board of Directors :
The Chairman of the Board of Directors is to be an Independent Director and Non-Executive Director and not be the same person as the Chief Executive Officer or be a member in any subcommittees. The Chairman of the Board of Directors is independent from the Management and the corporate governance policy making duty is clearly separated from the management of day-to-day business. The Chairman of the Board of Directors is to chair the Board of Directors' Meeting which is responsible for determining the vision, mission and important policy for the Management to implement. All directors are to independently propose an agenda of the meeting, give comments on the performance of the Company and carefully consider any issues which may cause conflict of interests in order to ensure integrity and transparency of the matter.Chief Executive Officer :
The Chief Executive Officer is the head of the Management and is responsible for supervising the operation and performance of the Company in order to be in line with the vision, mission and policy of the Board of Directors, following up the performance of the Management, arranging a monthly meeting to discuss the progress of the operation and performance of the Company and distributing power to the Management regarding the duties, responsibilities and budget approval limit.Managing Director :
The Managing Director must not be the same person as the Chief Executive Director or Chief Executive Officer and is regarded as the high-ranking executive of the Management. The duty and responsibility of the Managing Director is to operate the business and/or manage daily operation of the Company in line with the direction established by the Board of Directors, Executive Committee and Chief Executive Officer as well as to consider transactions that are related to normal business operation of the Company.9. Succession Plan
The Board of Directors gives importance to the succession of all high-ranking executives in order to maintain the confidence of investors, organization as well as staff in the immediate continuation of the operation of the Company and assigns the Executive Committee to be responsible for the establishment of the succession criteria and plan.
The Executive Committee, therefore, has prepared the succession criteria and plan by identifying the policy, preparing the readiness of staff and coming up with the direction of development. Personnel development plan is also in place so as to prepare staff to be ready for the position of high-ranking executive. LPN Academy is responsible for this matter which has to continuously be done.
In 2016, apart from continuously preparing personal development plan and evaluation performance, LPN Academy has supported high potential staff to develop their capacity and prepare them for a higher level position by awarded a graduate scholarships to one staff. The managerial and leadership training course is also organized. Other trainings to develop the competencies of staff in three areas are organized:
- Core Competency or C-L-A-S-S-I-C
- Functional Competency
- Leadership Competency
10. Self-Evaluation of the Directors and the Evaluation of the Chief Executive Officer and Subcommittees
The Chairman of the Board of Directors gives importance to the evaluation of the performance of the Board of Directors and the Chief Executive Officer with an aim to improve the performance of the Board of Directors on various aspects. The Board of Directors has assigned the Nomination, Remuneration and Good Corporate Governance Committee to implement the evaluation process.
- 605 and Lower – Below Standard
- 61-70% – Fair
- 71 – 80% - Good
- Over 80% - Very Good
In 2016, the result of the evaluation of the Board of Directors, subcommittees and Chief Executive Officer is as follows:
10.1 Evaluation of Individual Director can be categorized into three categories as follows:
Category 1: Evaluation of individual Director (self-evaluation)
The area of evaluation covers the followings:- Core competencies
- Independence
- Preparedness
- Roles and responsibilities as a Director
- Performance in the Board of Directors
- Contribution to the development of the organization.
Category 2: Evaluation of Individual Director (cross-evaluation)
The area of evaluation covers the followings:- Core competencies
- Independence
- Preparedness
- Roles and responsibilities as a Director
- Performance in the Board of Directors
- Contribution to the development of the organization.
Category 3: Evaluation of the Board of Directors
The area of evaluation covers the followings:- Structure and qualifications of the Board of Directors
- Roles and responsibilities of the Board of Directors
- Board of Directors' Meeting
- Directors' performance
- Relationship with the Management
- Self-development of directors and the development of the executives
The evaluation is to start in December. The Secretary of the Nomination, Remuneration and Good Corporate Governance Committee will be responsible for sending the evaluation forms to each director to complete independently and will then collate the completed forms, summarize and analyze the results and present to the Board of Directors' Meeting.
The result of the performance evaluation of the Board of Directors in the year 2016 has been presented to the Board of Directors’ Meeting Ref. 9/2016 on 15 December 2016.
The overall result of the evaluation of individual directors (self-evaluation) is as follows:
No. Topic Result (%) Level 1 Core Competences 81.25Very Good2 Independence 68.75Fair3 Preparedness 78.13Good4 Roles and Responsibilities as a Direct 90.18Very Good5 Performance in the Board of Directors 89.58Very Good6 Contribution to the Development of the Organization 87.20Very GoodOverall 82.51Very GoodThe overall result of the evaluation of individual directors (cross- evaluation) is as follows:
No. Topic Result (%) Level 1 Core Competences 82.87Very Good2 Independence 72.92Good3 Preparedness 82.29Very Good4 Roles and Responsibilities as a Director 89.68Very Good5 Performance in the Board of Directors 90.97Very Good6 Contribution to the Development of the Organization 88.99Very GoodOverall 84.62Very GoodThe overall result of the evaluation of the Board of Directors is as follows:
No. Topic Result (%) Level 1 Structure and Qualifications of the Board of Directors 95.28Very Good2 Roles and Responsibilities of the Board of Directors 96.60Very Good3 Board of Directors' Meeting 98.26Very Good4 Directors' Performance 97.62Very Good5 Relationship with the Management 98.33Very Good6 Self-Development of Directors and the Development of the Executives 92.13Very GoodOverall 96.37Very Good10.2 The Evaluation of the Chief Executive Officer
Moreover, the Nomination, Remuneration and Good Corporate Governance Committee has asked the Board of Directors to evaluate the Chief Executive Officer in the area which are leadership, strategy, implementation of strategy, financial planning and performance, relationship with the Board of Directors, relationship with external parties, management and relationship with staff, succession plan, knowledge about products and services and personal qualifications. The evaluation form has been adapted from that of the Stock Exchange of Thailand.
The overall result of the evaluation of the Chief Executive Director
No. Topic Result (%) Level 1 Leadership 94.17Very Good2 Strategy 93.33Very Good3 Implementation of Strategy 92.92Very Good4 Financial Planning and Performance 93.75Very Good5 Relationship with the Board of Directors 94.58Very Good6 Relationship with External Parties 96.50Very Good7 Management and Relationship with Staff 93.33Very Good8 Succession Plan 87.50Very Good9 Knowledge about Products and Services 95.63Very Good10 Personal Qualifications 96.25Very GoodOverall 93.80Very GoodThe result of the evaluation of the Chief Executive Officer will be one of the criteria in the consideration of the remuneration for the Chief Executive Officer in each year.
10.3 The Evaluation of Subcommittees
In 2016 is the first year that the evaluation of subcommittees is conducted. The Board of Directors has assigned the Nomination, Remuneration and Good Corporate Governance Committee to conduct the performance evaluation of the four subcommittees as follows:
10.3.1 The Evaluation of Audit Committee
1) Result of the Evaluatuion of Individual Audit Committee Member
No. Topic % Level 1 Structure of Qualifications of the Committee 100.00Very Good2 Committee Meeting 97.92Very Good3 Roles, Duties and Responsibilities of the Committee 100.00Very GoodOverall 99.31Very Good2) Result of the Evaluatuion of Audit Committee
No. Topic % Level 1 Structure of Qualifications of the Committee 98.33Very Good2 Committee Meeting 98.61Very Good3 Roles, Duties and Responsibilities of the Committee 100.00Very GoodOverall 98.98Very Good10.3.2 The Evaluation of the Nomination, Remuneration and Good Corporate Governance Committee
1) Result of the Evaluation of Individual Nomination, Remuneration and Good Corporate Governance Committee Member
No. Topic % Level 1 Structure of Qualifications of the Committee 100.00Very Good2 Committee Meeting 96.25Very Good3 Roles, Duties and Responsibilities of the Committee 100.00Very GoodOverall 98.75Very Good2) Result of the Evaluation of Nomination, Remuneration and Good Corporate Governance Committee
No. Topic % Level 1 Structure of Qualifications of the Committee 99.00Very Good2 Committee Meeting 99.17Very Good3 Roles, Duties and Responsibilities of the Committee 96.36Very GoodOverall 98.18Very Good10.3.3 The Evaluation of Risk Management Committee
1) Result of the Evaluatuion of Individual Risk Management Committee Member
No. Topic % Level 1 Structure of Qualifications of the Committee 80.56Very Good2 Committee Meeting 78.47Good3 Roles, Duties and Responsibilities of the Committee 81.11Very GoodOverall 80.05Very Good2) Result of the Evaluatuion of Risk Management Committee
No. Topic % Level 1 Structure of Qualifications of the Committee 80.00Good2 Committee Meeting 80.09Very Good3 Roles, Duties and Responsibilities of the Committee 85.42Very GoodOverall 81.84Very Good10.3.4 The Evaluation of the Corporate Environmental and Social Responsibility Committee
1) Result of the Evaluatuion of Corporate Environmental and Social Responsibility Committee
No. Topic % Level 1 Structure of Qualifications of the Committee 81.25Very Good2 Committee Meeting 78.75Very Good3 Roles, Duties and Responsibilities of the Committee 83.50Very GoodOverall 81.17Very Good2) Result of the Evaluatuion of Corporate Environmental and Social Responsibility Committee
No. Topic % Level 1 Structure of Qualifications of the Committee 88.75Very Good2 Committee Meeting 84.50Very Good3 Roles, Duties and Responsibilities of the Committee 82.50Very GoodOverall 85.25Very Good11. Directors and Executives Development
The Board of Directors and executives give importance to capacity development of directors and encourage the directors to attend training courses or seminars that are beneficial for their performance. The trainings/seminars will provide them with the knowledge that is necessary for business operation in the competitive environment. There is also a policy to develop the capacity of the executives. Both internal and external trainings are organized in order for the Company to become a learning organization.
The directors of the Company has participated in the training courses of the Thai Institute of Directors Association (IOD) according to the requirement of the Securities and Exchange Commission that directors of listed company must attend at least one course, namely the Director Accreditation Program (DAP) and the Director Certification Program (DCP). Apart from this, the Board of Directors is also aware of the importance of the participation in other courses of the IOD such as the Role of Compensation Committee (RCC) and the Company Secretary course of the Thai Listed Company Association in order to enhance professional leadership skills and true understanding of roles and responsibilities of directors and set an example for others in pushing the organization forward towards good corporate governance. The details are as follows:
No. Name Course Attended 1 Mr. Amornsuk Noparumpa- Director Accreditation Program (DAP 112/2014),
- Audit Committee Program (ACP 23/2008) and
- Role of Compensation Committee (RCC 9/2009)
from the Thai Institute of Directors Association - Curriculum in Security Psychology, Class 31
- Curriculum in Advanced Management, Class 7
- Diploma from the National Defence College of Thailand (Class 399)
2 Prof. Siri Keiwalinsrit- Training course on Development in Land Possession and Administration, Cambridge University, England
- Director Accreditation Program (DAP 25/2004)
- Finance for Non-Finance Directors (FND 14/2004) and
- Audit Committee Program (ACP 7/2005)
from the Thai Institute of Directors Association
3 Mr.Vudhiphol Suriyabhivadh- Directors Certification Program (DCP 36/2003)
- Audit Committee Program (ACP 7/2005) and
- Director Certification Program Update (DCPU 3/2015)
from the Thai Institute of Directors Association
4 Mr. Weerasak Wahawisal- Director Accreditation Program (DAP 63/2007)
- Director Certification Program (DCP 91/2007)
- Role of Compensation Committee (RCC 15/2012)
- Audit Committee Program (ACP 45/2013)
- Director Certification Program Update (DCPU 1/2014)
- Chartered Director Class (CDC 8/2014)
- Advance Audit committee program (AACP 20/2015)
from the Thai Institute of Directors Association
5 Mr. Khantachai Vichakkhana- Director Accreditation Program (DAP 112/2014)
- Role of Compensation Committee (RCC 19/2014)
- Role of Compensation Committee (RCC 19/2014)
- Director Certification Program (DCP 119/2015)
from the Thai Institute of Directors Association
6 Mrs. Jongjit Thapanangkun- Director Accreditation Program (DAP 4/2003)
- Finance for Non-Finance Directors (FND 14/2004)
- Corporate Governance for Executives (CGE 5/2015)
from the Thai Institute of Directors Association
7 Mr.Tikhamporn Plengsrisuk- Directors Certification Program (DCP 23/2002)
- Finance for Non-Finance Directors (FND 4/2003)
from the Thai Institute of Directors Association
8 Mr. Pichet Supakijjanusan- Directors Certification Program (DCP 27/2003)
- Finance for Non-Finance Directors (FND 4/2003)
- Audit Committee Program (ACP 21/2007)
from the Thai Institute of Directors Association
9 Mrs. Yupa Techakraisri- Directors Certification Program (DCP 32/2003)
from the Thai Institute of Directors Association
10 Mr. Kumpee Chongthurakit- Director Accreditation Program (DAP 4/2003)
- Certification of Completion of Directors Certification Program (DCP 48/2004)
from the Thai Institute of Directors Association
11 Mr. Charan Kesorn- Directors Certification Program (DCP 49/2004)
from the Thai Institute of Directors Association
12 Mr. Opas Sripayak- Directors Certification Program (DCP 71/2006)
- Finance for Non-Finance Directors (FND 24/2005)
from the Thai Institute of Directors Association
In 2016, Directors have attended the training and seminar courses as follows:
No. Name Course Attended 1 Mr. Vudhiphol SuriyabhivadhThailand IFRS Conference 2016 organized by the Federation of Accounting Professions2 Mr. Weerasak Wahawisal “The UK Experience on Implementing the Enhanced Auditor Reporting” organized by Securities and Exchange Commission, the Federation of Accounting Professions and Stock Exchange of Thailand 3 Mrs. Jongjit ThapanangkunKnowledge on ISO/IEC 17024 organized by Thailand Professional Qualification Institute (Public Organization) and Management System Certification Institute (Thailand)As for the capacity building of executives who are staff of the Company, the details will be included in “Staff Development Policy.”
12. Orientation of New Directors
In case of new directors, the Company has identified the guideline to prepare the newcomers to be able to perform the duty as a director immediately. The Secretary of the Company will be responsible for:
- providing the legal information of the Company as well as other information such as the Articles of Association, the objectives of the Company, the organization structure and the Code of Business Conduct and
- arranging a meeting with the Chairman of the Board of Directors, Board of Directors, subcommittees and the Company's executives to be informed of the operations of the Company.
In 2016, there is no appointment of new directors so the orientation for new directors has not been organized.
13. Criminal Record of Directors and Executives
During the past years and 2016, there has been no case of violation against rules, regulations and laws e.g. regulations of the Securities and Exchange Act, Public Limited Companies Act or any other laws such as the submission of financial statements within a given timeframe. The Company does not have a negative reputation as a result of the failure of the Board of Directors or subcommittees. None of the non-executive directors resign from their position as a result of an issue related to corporate governance of the Company. There are no cases of violation of labor law, employment law, trade competition act or punishment from the government or other regulators as a result of a failure to disclose significant information within the given timeframe.
In addition, the directors and executives of the Company do not violate against rules, regulations and laws e.g. regulations of the Securities and Exchange Act, Public Limited Companies Act or any other civil or criminal laws and do not have any conflicts of interest with the Company. The directors and executives of the Company and subsidiary companies do not:
- commit insider trading;
- commit an act of corruption or misconduct.
14. Acquisition Report of Directors and Executives
The directors and executives have the responsibility to provide an acquisition report and acquisition changes report in accordance with Section 59 of Securities and Exchange Act B.E. 2535 to the Securities and Exchange Commission within three days of the buying, selling, transferring and accepting transfer. They are also to refrain from trading securities of the Company during the period of one month before the disclosure of the financial statements to the public.
Furthermore, the acquisition of directors and their spouse and the first four managers after the Managing Directors as well as the Accounting Manager and Finance Manager must be reported in the Board of Directors’ Meeting. In 2016, there is the total of four acquisition reports of the directors and their spouse and executives of the Company as follows:
- Board of Directors’ Meeting Ref.1/2016 on 11 February 2016
- Board of Directors’ Meeting Ref. 4/2016 on 12 May 2016
- Board of Directors’ Meeting Ref. 6/2016 on 4 August 2016
- Board of Directors’ Meeting Ref. 8/2016 on 3 November 2016
The shareholding of the directors including their spouse and the first four managers as of 31 December 2016 accounts for 3.94% of all the distributed shares. The details in 2016 are as follows:
Directors and Related Persons No. of Shares (25 February 2016) No. of Shares (31 December 2016) Increase (Decrease) during the year (Shares) 1 Mr. Amornsuk Noparumpa 2,500,000-(2,500,000)2 Prof. Siri Keiwalinsrit ---3 Mr. Tawechai Chitasaranachai ---4 Mr. Vudhiphol Suriyabhivadh 547,000547,000-Mrs. Thasanee Suriyabhivadh 900,000900,000-5 Mr. Weerasak Wahawisal ---6 Mr. Khantachai Vichakkhana ---7 Mrs. Jongjit Thapanangkun 4,000,0004,000,000-8 Mr. Tikhamporn Plengsrisuk 4,000,0004,000,000-9 Mr. Pichet Supakijjanusan 4,000,0004,000,000-10 Mrs. Yupa Techakraisri 26,040,49926,040,499-11 Mr. Kumpee Chongthurakij 18,606,57018,606,570-Mrs. Choopan Chongthurakij 50,00050,000-12 Mr. Charan Kesorn ---Mrs. Nattanan Kesorn 36,500-(36,500)13 Mr. Opas Sripayak ---14 Ms. Somsri Techakraisri ---15 Ms. Phanphen Sangchanpackdee ---16 Mr. Montien Weerotai ---17 Mrs. Piyanuch Naveenavakun ---18 Ms. Saowanee Angkulpipat ---19 Ms. Suwattana Sae Tang ---20 Mr. Tawatchai Worradilok ---21 Mr. Saengchai Luangchutamas ---22 Ms. Suporn Wongwaipairoj ---23 Ms. Panadda Kajornsilp ---Total 60,644,06958,144,069(2,500,000)15. Report on Interest of Directors and Executives
In compliance with Section 89/14 of the Securities and Exchange Act B.E. 2535 as amended by the Securities and Exchange Act (No.4) B.E. 2551 and the Notification of the Capital Market Supervisory Board No. TorChor. 2/2552 Re: Report on Interest of Directors, Executives and Related Persons which stipulates that a director and an executive shall file with the company a report on his interest or a related person's interest in relation to management of the company, the Board of Directors' Meeting Ref. 4/2009 on 6 August 2009 has considered and resolved to approve the criteria on a report on interest of directors effective on 1 September 2009. The details are as follows:
- Reporting
The directors and executives, meaning Managing Director, Deputy Managing Director, Assistant Managing Director, the first four managers after the Managing Director, those in the positions equivalent to the holders of the management position no. 4 and the executives in the highest position in the accounting or finance line of work must report his/her interest or a related person's interest to the Company. - Reporting Method
A report must be prepared and submitted to the Company Secretary. Should there be any changes in the information, a report must also be prepared and submitted to the Company Secretary within seven days from the date of the information changes. - Reporting to the Board of Directors The Company Secretary must report the interest of directors and executives and related persons to the Board of Directors' Meeting in the third quarter of every year for acknowledgement.
In 2016, the report on interest of the directors and executives is reported in the Board of Directors’ Meeting Ref.8/2016 on 3 November 2016 which is the meeting to consider the financial statements and performance in Q3/2016.
16. Compliance Unit
In 2016, the Board of Directors’ Meeting Ref. 9/2016 on 15 December 2016 resolved to establish a Compliance Unit as an independent department with the objective of enhancing the efficiency of the management system of the Company and upholding the utmost benefit in accordance with corporate governance principles. The duties and responsibilities of the Compliance Unit are as follows:
- Ensure that all departments in the Company comply with corporate governance policy, Code of Conduct, law, agreements and related regulations and report the operation to the Management for acknowledgement on a regular basis within a given timeframe or report immediately in case of important or serious cases.
- Provide recommendations to the Management to ensure that the operation of the Company is in compliance with law and regulations.
- Provide assistance to the Management as follows:
- Establish rules, standards, regulations and business operation principles of the Company to be in compliance with law, related regulations, regulations of the Company and Code of Conduct.
- Provide advice and recommendations on compliance with related law and regulations, regulations of the Company and Code of Conduct to staff and all departments of the Company.
- Collaborate with departments that are responsible for organizing trainings for staff in order to provide knowledge and understanding on related law and regulations, regulations of the Company and Code of Conduct.
- Assess and identify compliance risks related to the business of the Company, assess the adequacy of compliance and propose improvements of the operational guideline of all departments in order for the operation to be in compliance with law and related regulations.
- Compile information on related law, regulations and regulations of the Company.
- Prepare annual corporate governance report and analysis for acknowledgement of the Executive Committee and the Board of Directors.
17. Other Adherences with Good Corporate Governance
The Company has emphasized the significance of good corporate governance as it is beneficial for the organizational development. The good corporate governance principles for listed companies of the Stock Exchange of Thailand have continuously been implemented. However, there are still rooms for improvements as follows:
- Section 2: Equitable Treatment of Shareholders
With regards to the nomination of directors, the Company should allow minor shareholders to nominate candidates for the position of directors.
The Board of Directors of the Company is aware of the issue. The Company has treated the shareholders fairly and equally as required by the Stock Exchange of Thailand, except for allowing minor shareholders to nominate the candidates for the position of directors of the Company. The Board of Directors opines that the current directors’ nomination and selection process is appropriate with the business operation of the Company. There have been no cases of violation of fair and equitable treatment of shareholders.
- Section 5: Responsibility of the Board of Directors
Independent directors should have a limited term of office of not exceeding a period of nine consecutive years from the date of being appointed as independent directors.
Currently, there are five independent directors whose term of office has exceeded nine years. However, the Nomination, Remuneration and Good Corporate Governance Committee has carefully considered the issue and opines that the qualifications of the independent directors of the Company meet with the requirements of the Capital Market Supervisory Board. Their knowledge and experiences are appropriate with the business operation of the Company. They have expressed their comments and ideas in an independent manner as well as efficiently performed their duties as independent directors of the Company.
- Section 5: Responsibility of the Board of Directors
Members of the Nomination, Remuneration and Good Corporate Governance Committee should all be independent directors.
Of all the six members of the Nomination, Remuneration and Good Corporate Governance Committee of the Company, three are independent directors and one is a non-executive director. It can be said that half of the members of the Nomination, Remuneration and Good Corporate Governance Committee are independent directors, so as the Chairman of the Committee. However, the members of the Nomination, Remuneration and Good Corporate Governance Committee who are independent directors are able to perform their duties in an efficient manner.