Corporate Governance
Overview of policies and practices of Corporate Governance Policy.
The Board of Directors has both allowed and facilitated good business management in every levels of the organization and it has continuously improved and strived to enhance our performance to achieve intended business goals as efficiently as possible. The Board of Directors has always conducted our business according to local laws and other related regulations and takes pride in our truthfulness and transparency. The Board of Directors truly believes that good, transparent and effective business management will significantly contribute to the company’s better performance and higher business returns. This is certainly most beneficial in the long run for our shareholders, investors and all other associates. Hence, the Board of Directors has determined our business administration and management policies as follows.
1) To conduct business in accordance with the principles of Good Corporate Governance along with transparency and verifiability.
2) To direct all members of director to act according to their entrusted roles and responsibilities as effectively and as efficiently as possible.
3) To treat shareholders and other stakeholders with parity and fairness and disclose sufficient business information for all parties and associates involved.
4) To supply adequate internal business control to ascertain appropriate risks management standard and ensure regular follow-ups.
5) To determine the company’s visions, missions, goals, policies, business plans and corporate budgets and must undertake relevant follow-ups on a regular basis.
6) To provide Authorization Manual to the company’s executives, employees and other associates to inform and specify their roles and responsibilities, their parts in decision-makings and their scope of power in accordance with their entrusted roles and assigned duties.
7) To provide Code of Conduct and notify the members of Director along with every other employees and associates to adhere to.
The company has conformed to the following administration and management principles which specify five areas of conduct. These include Shareholders’ Rights Section, Treating All Stocks Holders Impartially Section, Roles of Stakeholders Section, Information Disclosure and Transparency Section, and Responsibilities of the Board of Director Section. The specific contents of each section are elaborated as follows.
1) Shareholders’ Rights.
In 2023, the company held one meeting as the Annual General Meeting of Year 2022. The company used this opportunity to allow all of our shareholders to participate in the matters relating to business management and share their opinions on some aspects of the business operation. What follow are the details of the meeting and its activities.
1.1) The Annual General Meeting of Shareholders was held by means of electronic media (E-Meeting) at the Company’s meeting room. The electronic conference system has been hired as the operator of the meeting. The Company gives shareholders the opportunity to attend the meeting in electronic media format and also facilitates and encourages all shareholders, including institutional investors, to attend all forms of meetings. The Company does not discourage shareholders from communicating with each other.
1.2) The company allowed our shareholders to voice their concerns over various issues which would then be included in the meeting’s agenda. The shareholders could also nominate in advance an individual they deemed fit to become a director of the company. This must be done during October 1, 2022 until December 30, 2022 for the Annual General Meeting 2023. The company notified all shareholders using the SET news system and also provided additional information along with specific clarifications regarding the criteria and the specific courses of action on the company’s website.
1.3) The company sent the letters of invitation to the annual meeting along with related information and documents to be used at the meeting to all of our shareholders. These included the annual report, financial statements and other related documents that the meeting attendees had to bring to the meeting and used them to confirm their identities. They each also received a letter of proxy which would be used to notify the committee of their absences and also to authorize or entrust another individual as their substitutes. This must be done within 7 working days prior to the meeting. In any case, the meeting documents that were sent to all shareholders along with an official letter of invitation to the meeting must provide adequate and complete information. The shareholders can use them and put together their opinion to make various decisions as specified by the meeting’s agenda. Furthermore, the company also included another option for the shareholders in allowing the Independent Director to act on behalf of the shareholders who were unable to attend the meeting.
1.4) The company had attached Letter of Proxy, Type B which specifies that the shareholders can determine how they should vote during each period. With it, the company also sent a letter of invitation with date and time of the upcoming meeting. For those shareholders who could not come to the meeting, they would have to notify the independent director and authorize other individuals to attend the meeting and vote on their behalf. The aforementioned documents were also available and could be downloaded from the company’s website.
1.5) The Meeting would be announced the specific procedures and counting the votes before starting the meeting. Each shareholder has one vote count per one stock owned.
1.6) The Chairman of the meeting orchestrated the meeting as described in the agenda attached to the official invitation to the annual meeting. The executive committee allowed all meeting attendees to voice their opinions and ask question during each chapter of the meeting. The Board of Directors themselves would also give relevant comments, articulate additional suggestions and subsequently makes a record of important issues discussed during the meeting in the Minutes.
1.7) The company did not introduce another meeting agenda or changed any important information without notifying the shareholders in advance.
1.8) The company distributed the Minutes of the Annual General Meeting to notify all shareholders about the results of the meeting. All shareholders can verify the information using information channels of the SET as well as through visiting the company’s website within 14 days after the day of the meeting.
2) Treating All Shareholders Impartially
The company abides by the policy which states that we shall treat all shareholders impartially using the same standard regardless of whether one is a major shareholder, a minor shareholder, or an institutional investor. This is to ensure that the company has bona fide and sustainable impartiality. Measures taken to uphold the value are as follows.
2.1) The company arranges all meetings among all shareholders using the same standards and procedures and try to facilitate all shareholders and investors, give them equal opportunities in asking questions during meetings and voicing their opinions during each chapter of the meeting . The Chairman of the meeting was overseeing the convention heeds and respects all shareholders’ opinions and always try to answer to all concerns voiced and questions asked as completely as possible. This is evident in Minutes following every annual general meeting.
2.2) For the Annual General Meeting among in Year 2023, the company distributed an invitation card as well as the annual report, Financial statement and a letter of proxy to be used in nominating at least one person to become an independent director to all shareholders whose name appeared in the company’s record of stocks holding. The company also publicly announced the information regarding the date and time of the Annual General Meeting and the intended agenda in a newspaper prior to the meeting at least 7 days for a period of 3 consecutive days.
2.3) The company allowed our shareholders to voice their concerns over various issues which would then be included in the meeting’s agenda. The shareholders could also nominate in advance an individual they deemed fit to become a director of the company. This must be done during October 1, 2023 until December 30, 2023 for the Annual General Meeting 2022. The company notified all shareholders using the SET news system and also provided additional information along with specific clarifications regarding the criteria and the specific courses of action on the company’s website.
2.4) The company allowed our shareholders to exercise their rights in nominating and appointing director of the company as a private individual.
2.5) The company enfranchised all of our shareholders their rights over the company’s decision making based on the quantity of stocks owned. This is the standard practice which is applied to all of our shareholders. They can use their specified counts to vote and influence a decision when the occasion arises.
3) Roles of Stakeholders.
The company takes every group of stakeholders into consideration by determining various procedures to be taken in the Code of Conduct. The manual itself is for Director, Executive and all other employees to consult, observe and adhere to ensure their good and ethical performance. The moral recommendations and codes of conduct as described in this manual are considered essential and shall be closely observed by all individuals, for example.
Shareholders : The company shall conduct its business with absolute transparency while taking into account the prospect of long-term growth of the corporate value.
Employees : The company shall support the development of human resources skills by basing our judgment entirely on individual competency and shall emphasize on safety first working ethics, impartiality, fair compensation and provide appropriate workers’ benefits.
Business Partners/Creditors : To abide by trading agreements and strictly comply with conditions as stated in the contract(s).
Competitors : To observe and abide by relevant competition rules and regulations and shall not defame or denigrate competitors without sufficient proof or evidence.
Customers : To strive, improve and keep our goods and products up to the relevant standards with the aim to maximize our customers’ satisfaction. In this respect, the company has also achieved and been certified with ISO9001:2000, GMP, and HACCP and also delegate a group of our employees for customer service and assure confidentiality between the company and our customers.
Community, Society and Environment : The company supports our employees to participate in activities which aim to prevent or remedy environmental problems or pollutions by strictly observing local laws and related environmental regulations. The company also supports environmental activities of surrounding communities and other similar activities of the locality where our business establishments are located and pronounce to every employee known and having training program for employee about safety, health and environment.
4) Information Disclosure and Transparency.
The Board of Directors is aware that the company’s information, finance-related or not, can have an impact or influence how investors and other stakeholders make their decision. Therefore, the Board of Directors has always explicitly instructed all Executives to be extraordinarily careful in disclosing the information which must be done completely, truthfully, reliably, regularly, and also in a timely manner. The Executives has always given priority to the aforementioned principles and behave accordingly. And regarding to services given to sustain investor’s relations, the company has delegated Chief Financial Officer to act on behalf of the company in contacting and communicating with investors, shareholders, analysts, relevant government agencies, investor’s institutions as well as the general public. For further information or specific inquiries, please contact us at 0-269-9166 or visit our website at www.cpi-th.com or email us at info@cpi-th.com
Target
The Company will disclose complete information with transparency to investors, shareholders, analysts, relevant government agencies, investment institutions, and the general public. The Company also submits quarterly and annual financial reports on time without an order to amend quarterly and annual financial statements and without any action taken by regulatory agencies due to the fact that no important event information is announced within the period prescribed by the government.
Performance in the Past Year
In 2023, the Company had no late submission of quarterly financial reports and annual financial reports, and there was no case for the revision of the quarterly financial statements and annual financial statements. Also, there was no operation by the regulatory agency because the Company did not announce any information about important events within the specified period.
5) Responsibilities of the Board of Directors.
5.1) The appointment of directors is in accordance with the Company's regulations. The Board of Directors consist of 10 directors as details follows;
male director 10 persons
female director -none-
Independent Director 4 persons or 40% of the Board of directors,
Non-Executives Director 5 persons or 50% of the Board of directors,
Executives Director 1 persons or 10% of the Board of directors,
5.2) All directors must receive an orientation along with necessary information on various aspects of business operation of the company from their very first day in office. This is a company’s policy which is applicable to all individuals who agree to take up a position as part of the Board of directors. In 2023, there was no new director or replacement for the director who resigned.
5.3) The number of independent director is 4 members of 10 members of the Board of Directors or made up a third of the entire of the Board of Directors. In any case, the independent directors are free to act with their delegated authority. They do not need to answer to Executives, major stocks holders or even the Chairman of the Board of directors.
5.4) The Chairman of the Board of directors must not be the same person with the Chief Executive Officer. In 2023 Mr.Banphon Hongtong is The Chairman of the Board of directors and Mr.Kringbhong Takviriyanun is Chief Executive Officer.
5.5) This is to guarantee the good and balanced allocation of responsibilities in both policy-making and day-to-day management. The company clearly stipulates and defines roles and responsibilities of every level of administration which can be referred to in our Business Operation Manual. The company also delegates and allocates duties and responsibilities of each finance position to ensure that relevant officers can work independently and can fully exercise their delegated authority to achieve their goals and objectives. This shall establish balance, transparency, and also credibility throughout bookkeeping processes and in their acting as custodians for the company’s assets. With clear boundaries between each administrative and finance position, the company can make sure that all related works and financial records are verified and that all directors can work to the fullest of their ability as representatives of all stocks holders to achieve intended results. This shall lead and necessitate a counterbalance between administrative and financial officers and help, in turn, to prevent fraudulence or other misconducts.
5.6) The Board of Directors is responsible for directing and managing the company. Their performance shall comply with laws and regulations, the company’s objectives and obligations as well as the decisions resulted from the general meetings between the company and the shareholders with due honesty and transparency. They must also strive to safe keep the company’s profits and other advantages.
5.7) The tenure of a director is fixed and must be in accordance with rules and regulations which stipulate that during the Annual General Meeting of every year, one-third (1/3) of the director members must leave the posts. In the case which director member cannot be equally divided into three separate groups, the closest possible number shall be applied instead. The Director whose tenure is the longest shall be the ones who have to leave the posts.
5.8) All directors possess knowledge, abilities, aptitudes and have undergone a training course necessary to become and act as Director. The program is known as “Directors Certification Program”(DCP) or as “Directors Accreditation Program” (DAP). Both are provided by Thai Institute of Directors (IOD). The following list shows committee members who have undertaken the programs.
1) Mr. Banphot Hongthong DAP Certificate Class 2013
2) Mr. Chusak Prachayangprecha DCP Certificate Class 18/2002
3) Mr. Takon Tawintermsup DCP Certificate Class 32/2003
4) Mr. Paiboon Kujareevanich DAP Certificate Class 13/2014
5) Mr. Kitti Chatlekhavanich DCP Certificate Class 4/2000
6) Mr. Karoon Nuntileepong DCP Certificate Class 9/2001
7) Mr. Songridth Niwattisaiwong DCP Certificate Class 15/2002
8) Mr. Nopporn Picha DAP Certificate Class 2003
9) Mr. Saravut Menasavet DAP Certificate Class 2015
10) Mr. Rachoj Tawintermsup -None-
5.9) The Board of directors possess leadership skills, visions, and are able to make decision independently in order to maximize the company’s and all shareholders’ benefits. The Board of directors also participates in the process of determining and approving the company’s visions, missions, strategies, and objectives. The Management reviews the proposals for the Board of directors every 1-3 years, or, whenever major changes occur both in the business operation and in the economy.
In 2023, at the Board of Directors Meeting No. 4/2023 on November 9, 2023, the Board of Directors reviewed the vision and missions and opined that they would remain the same.
5.10) In terms of business plans and corporate budget, the company has an action plan and follow up every quarter and implement ever year. The Management normally presents them to the Executives Committee to consider on a yearly basis. This practice is in accordance with the framework for business operation. The team shall report the information to the Board of directors and if the business plans or the corporate budgets put forward exceed the decision making authority delegated to the Executives Committee, they shall bring the proposals to the Board of directors for the approval. The Board of directors shall direct the Management to act according to business plans and proposed corporate budgets as efficiently and as effectively as possible.
In 2023, the management held four meetings to monitor a quarterly budget and action plan for all departments and clarify the progress of the budget and action plan, including the reasons for failure to follow the plan, to present to the Executive Committee. The management presented the budget and action plan for the year 2024 to the Executive Committee for consideration in October 2023 and presented them to the Board of Directors for approval in November 2023.
5.11) The delegation of authority and clear separation of each job duty, role and responsibility between the Board of directors, Chief Executive Officer and the Management must be generally practiced. The company also clearly specifies and describes the operational authorities in written language.
5.12) Prevention of conflicts of interest, the transactions or business conducts between the Company and connected persons, related persons, or people who may have a conflict, have to be done in accordance with general commercial terms. All transactions will be done fairly at market prices and in a normal commercial manner or as a transaction that is a trade agreement in the same way that a person would do with a general counterpart in the same situation. There should be a trade bargaining power without influence from the status of directors, executives, or related persons (as the case may be) under reasonable conditions and it can be verified that such transactions do not cause a transfer of benefits. The Board of directors also takes precaution against any conflict over benefits that may arise. Under such circumstance, the company shall delegate an Audit and Risk Management Committee to see to the problems/conflicts and other related matters and put forward practical solutions appropriately and immediately. All business transactions shall be in accordance with the SET rules and regulations both in terms of prices and conditions-similar to transactions with any outsider. The specific details of the transaction, value, contract partners, reasons/needs must be clearly present in the Annual Report and Form 56-1 and must also be included in notice section of Corporate Budget under the detail on account reports of related individuals.
5.13) The company has a policy which states that Director and Executives must notify about the trading of the company’s stocks at least 1 day prior to the actual transaction so that the Audit committee can investigate on the matter through Company Secretary and must hand in report on all stakes holders involved every 6 month. Secretary Company must hand in a copy of the report to the head of the Audit and Risk committee afterwards. The directors and executives has a duty to report changes in securities holding to SEC and informing the Company Secretary in order to record the changes and summarize securities of individual directors and executives to report to the Board of Directors.
5.14) The Board of directors has developed a system for internal control that covers all finance, business operation, risk management to ensure that they comply with laws, rules and related regulations. The Board of directors also provides an effective mechanism to investigate and counterbalance and make sure that all funds and assets of both the company’s and the investors’ are attentively protected. In addition, the Board of directors also determines the company’s levels of authority. Any committee approval shall have with it clear signatures of associated personnel as specified in the manual concerning the business operation and Executives/employees’ responsibilities. All business forms must be written clearly and explicitly. There should be Internal Audit solely to investigate and control the working processes of all departments and keep up to the relevant standards. Internal Audit must also assess the effectiveness and sufficiency of the current level of internal control within the company. In any case, the Audit committee shall delegate necessary power and authority to the Internal Audit to enhance them to work independently. This is to make sure that they can fully investigate any problem or misconduct and can immediately and directly report the problems found to the Audit committee for every business quarter.
5.15) The Board of directors has collaborated to devise Development Plan for Executives along with Succession Plan and also undertake annual assessment regarding the work performance of Executives on a regular basis. They also assign the Nomination and Remuneration Committee to consider a compensation system which takes into account the work performances of Executives and translate them into benefits and compensations befitting their business performances. This is an attempt to encourage initiatives on the Executives’ behalf. It is to prompt them to take up challenges and become more successful at what they do. This shall benefit the company as a whole.
5.16) The company has published Codes of Conduct and provides them to all associates as something to abide by. All of the company’s employee shall work and attend to their duties with honesty and trustworthiness. The company has given Codes of Conduct to all Directors, Executives and employees and urges all to abide by the ethical principles. In addition, the company also provides training/meeting sessions to explain to all employees about the code of conduct described in the manual. Directors and managers at every level shall pay close attention to their subordinates and make sure that they all act according to the principles. More specifically, the company has officially delegated the code of conduct as part of the trainings to be provided and followed up by Human Resources Department on a yearly basis.
In the year 2023, the Human Resources Department conducted training sessions for employees and directors. Additionally, they distributed document links via email for employees to review and acknowledge. No misconduct related to ethics and integrity was identified during this period.
5.17) The company determines and subsequently announces about a meeting among the Board of directors in advance. The meeting will be held once for every business quarter. There might also be additional meeting(s) if it is deemed as necessary. The agenda of such meeting shall be clearly determined prior to the meeting itself. There might also arise an occasion in which the results and work performance are checked upon. On such occasion, the Company Secretary will send an official letter of invitation, along with the meeting’s agenda to each director 7 days prior to the actual meeting. This is to make certain that all directors have the time needed to ponder and examine the relevant information, be sufficiently prepared and arrive at the meeting ready to discuss the issues or problems. During the Board of directors meeting, all directors can express their opinions freely. All things discussed shall be put down in writing. Afterwards, the records already approved by the Board of directors will be passed on to director of company which shall further investigate and proofread before giving their final approvals. Normally, a meeting lasts for approximately 3 hours. In addition, the company will delegate a Company Secretary and Legal Consultants who shall suggest or recommend on legal matters and other related regulations, oversee the board of directors activities, and coordinate with all associates to ensure that all practices comply with the board of director’s decisions.
Overall Performance of Corporate Governance for Sustainable Development Year 2022
AGM Checklist 2023 : Acknowledgement of the quality assessment results of the 2023 Annual General Meeting of Shareholders which the Company received a score of 98 from the Thai Investors Association reflecting that the Company takes into account the rights of shareholders equally before, during and after the shareholders’ meeting. These matters are an important element of good corporate governance
Corporate Governance Report of Thai Listed Companies; Acknowledgment of the Corporate Governance Report of Thai Listed Companies 2023 from the Thai Institute of Directors Association which is rated “Excellent” or “Five-Star” which clearly reflects that the Company has given importance to shareholder rights, equitable treatment of shareholders, taking into account the role of stakeholders, disclosing transparency information and responsibilities of the Board of Directors.
The Company received a second times renew of certified as a member of the Collective Action Coalition Against Corruption.
Corporate Governance Report
The Board’s Performance
Recruitment, Development, and Evaluation of the Board of Directors’ Performance
(1) Nomination of Directors
The Nomination and Remuneration Committee has been assigned the duty to recruit qualified persons according to the Securities and Exchange Act, including other laws related thereto, in accordance with the qualifications specified by the Company and propose them to the Board of Directors and/or the shareholders’ meeting for consideration and appointment (as the case may be) according to the Company’s regulations. The Nomination and Remuneration Committee has recruited qualified individuals from the following channels:
The shareholders are given the opportunity to propose an agenda and nominate qualified persons to be elected as directors in advance from October 1, 2022, to December 30, 2022, for the Annual General Meeting of the year 2023. The shareholders are informed through the news system of the Stock Exchange of Thailand and the Company’s website. To give the right to minority shareholders to nominate a person to be appointed as a director, the Company has established preliminary criteria that minority shareholders wishing to nominate a person to be considered for the position of director must be shareholders of the Company, which may be a single shareholder or a combination of shareholders or voting rights no less than five percent of the total number of shares with voting rights of the Company (no less than 31,637,633 shares) to nominate only one person, who must be a shareholder of the Company on the date of proposing the agenda, to be considered for election to be a director. The appointment of people to the position of directors is decided by a majority vote. The cumulative voting system is not used.
List of qualified persons recommended by executives, directors, and reliable outsiders, including names from the Director Pool database of the IOD.
Each director is given the opportunity to nominate a person who is considered to be the right person.
The Nomination and Remuneration Committee will review and evaluate the skills and characteristics of the directors and the overall composition of the Board of Directors in accordance with the strategy and direction of the Company’s business operations and prepare a Board Sill Matrix Table to consider the necessary skills that the Board of Directors is missing.
The Nomination and Remuneration Committee has also considered a variety of professional skills, knowledge, expertise, experience, independence, and other competencies without limiting the age, gender, or race of the directors.Board Skill Matrix
Qualifications of Directors
The directors of the Company must have all qualifications and not have any prohibited characteristics as specified in the Public Company Limited Act and the Securities and Exchange Act, including related announcements and/or regulations, and the Company’s articles of association.
The directors of the Company must have knowledge, competence, skills, and experience in working in a way that is beneficial to the business. They must be honest and ethical, and they must be able to devote enough time to fully perform their duties in accordance with their liability.
Independent Directors Definition
(a) Do not own shares exceeding 1% of paid-up capital in the company, parent company, subsidiary, affiliate, or any organization that may have conflicts of interest with the company. This injunction also includes shares held by related parties.
(b) Is not or has never been an Executive Director, employee, staff, advisor who receives salary, nor controlling parties of the company, parent company, subsidiary, affiliate, same-level subsidiaries or any organization that may have conflicts unless the foregoing status ended at least 2 years prior to the date of submitting the application to the Securities and Exchange Commission (SEC).
(c) Is not the person who has relationship by means of descent or legal registration under the status of father, mother, spouse, brothers and sisters, and children. The prohibitive persons also include spouses of daughters and sons of management, major shareholders, controlling party or the person who is in the process of nomination to be the management or controlling party of the applicant or its subsidiary.
(d) Have no or never had business relationship with the company, parent company, subsidiary, affiliate, or any organization that may have conflicts in respect of holding the power which may cause the obstacle of the independent decision, including not being or never been the significant shareholder, or controlling parties of nay person having business relationship with the company, its parent company, subsidiary, affiliate, or any organization that may have conflicts unless the foregoing status ended at least 2 years prior to the date of submitting the application to the SEC.
The business relationship mentioned under the first paragraph shall include business transaction in ordinary business manner of rent, or lease the immovable property, transaction related to assets or services, or the financial support regardless of being lent or borrowed, guaranteed, secured, by assets, debt, and any otherwise similar performance which causes liability or obligation to the applicant or counter party, have provided that such liability is equal to or exceed 3% of the net tangible assets of the applicant or equal or above Baht20 million, whichever is lower. In this regard, the calculation of such liability shall be in accordance with the calculation method of the value of connected transaction under the Notification of Capital Market Supervisory Board governing the conditions of connected transaction mutatis mutandis. The liabilities incurred during a period of 1 year prior to the date of having business relationship with the above party shall be included on calculation of such liabilities.
(e) Is not or has never been the auditor of the company, parent company, subsidiary, affiliate, or any organization that may have conflicts of interest, except in the case that the aforementioned status has been terminated unless the foregoing status ended at least 2 years prior to the date of submitting the application to the SEC.
(f) Is not or has never been the professional service provider, including but not limited to legal service or financial advisor with received service fee more than Baht2 million per year from the company, parent company, subsidiary, affiliate, or any organization that may have conflicts unless the foregoing status ended at least 2 years prior to the date of submitting the application to the SEC.
(g) Is not the Director who is nominated to be the representative of Directors of company, major shareholders, or any other shareholder related to the major shareholders.
(h) Is not any otherwise which is unable to have the independent opinion regarding the business operation of the company.
Appointment Process
1) In case of vacancy due to retirement by rotation
In case of vacancy due to retirement by rotation, the Nomination and Remuneration Committee will consider recruiting and selecting qualified candidates as directors in order to propose opinions to the Board of Directors’ meeting and to the Annual General Meeting of Shareholders for further approval of the election. In case of re-election for another term, the Nomination and Remuneration Committee will consider various factors, including the results of the performance, history of attendance, and participation in the meeting. In the case of independent directors, the Committee will consider expressing their opinions independently in the meeting.
The procedures for the appointement directors as follows
Proposed qualified nominee to be elected as a director of the company. The Nomination and remuneration committee will consider nominee as director to propose to the board of directors to consider before proposed to the shareholders’ meeting.
Each shareholder has number of vote equal to the number of shares held
Each shareholder must use all their votes to elect candidate to be a director but cannot divide the vote.
The nominee shall be ranked by shareholder’s vote and appointed as director. In the case when nominees have equal vote. The chairman of the board of directors is a deciding to elect these nominees to be as a director.
2) In the event of a vacancy due to any reason other than retirement
The Nomination and Remuneration Committee will nominate qualified candidates as directors to propose to the meeting of the Board of Directors for approval of their appointment as directors to fill the vacancy. The person who becomes the replacement director shall be able to remain in the position only for the remainder of the current director’s term. The resolution to appoint such a replacement director shall receive a majority of the votes in the resolution of the meeting, unless the term of the director is less than 2 months. It shall be proposed to the general meeting of shareholders to approve the appointment of directors to fill the vacant position.
vacant position.
In 2023, there were no minority shareholders nominating persons to be considered for directorship, no resignation of directors or appointment of new persons to directorship, no resignation of independent directors or appointment of new persons as independent directors during the year, no case of resignation of the entire group of independent directors, and no resignation of independent directors due to the issue of corporate governance of the Company. In addition, the Company complied with the rules and procedures for the appointment of directors as specified.
(2) Selecting Executives
The Nomination and Remuneration committee is assigned to recruit for the Chief Executive Officer, Deputy Chief Executive Officer and Chief Financial Officer to propose to the Board of Directors for consideration and appointed
Referring to the topic no.7.3 the Nomination and Remuneration Committee’s duties and responsibilities.
(3) Board self-assessment
Every year, after the annual business operation comes to an end, all directors must assess work performance of each director. Each director must assess his or her own performance by referring to the SET performance assessment form. The director will then notify the results to the board of directors who will engage in further assessment to find a practical solution in order to develop potentials and skills necessary for the individual to improve their overall performances. The board of directors must also review how each director perform his or her roles and must preemptively prevent any mishap or misconduct that may arise and damage or undermine staffs’ performance or decision making on any issue.
Criteria for evaluation for Self-Assessment to evaluate entire of the board of directors, Self-Assessment to evaluate subcommittees and Self-Assessment to evaluate individual director cover the following essential points;
Board and subcommittee structure and qualifications.
Board Meeting.
Roles, duties and responsibilities of the Board and subcommittees.
Others, such as relations with the management, directors’ self-development, and executive development.
Scoring system for Self-Assessment to evaluate entire of the board of directors, Self-Assessment to evaluate subcommittees and Self-Assessment to evaluate individual director divided as, >80%=excellent, >60%=good, >40%=fair, >20%=improvement need and less than 20%=not in action in that topic.
In the Board of directors meeting No.1/2024 on February 22, 2024, the summary of this assessment was presented to the Board as follows;
1) Self-Assessment to evaluate entire of the board of directors which has topics as the structure and qualification of the directors, the roles and responsibilities, the meeting, the duty and acting, the relationships with the management and the skill development of the director and the executive. The assessment process is for all directors to be assessed. The overall assessment is excellent.
Topics
Results 2023
1. The structure and qualification of the directors
93.80%
2. The roles and responsibilities of the directors
92.78%
3. The meeting of the directors
97.84%
4. The duty and acting of the directors
96.43%
5. The relationships with the management
96.67%
6. The skill development of the director and the executive
87.50%
Average
93.83%
2) Self-Assessment to evaluate sub-committees which has topics as the structure and qualification of the sub-committees, the meeting, the roles responsibilities and duty. The assessment process is made by directors who hold positions on the sub-committees. The overall assessment is excellent.
Topics
Results 2023
1. The structure and qualification of the sub-committees
93.65%
2. The meeting of the sub-committees
97.62%
3. The roles responsibilities and duty of the sub-committees
3.1 The Audit and Risk Management Committee
98.96%
3.2 The Nomination and Remuneration Committee
100%
3.3 The Corporate Governance and Sustainable Development Committee
97.50%
3.4 The Executive Committee
87.50%
Average
95.87%
3) Self-Assessment to evaluate individual director which has topics as the structure and qualification of the directors, Sub-Committee Meeting, the roles and responsibilities. The assessment process is for all directors to be assessed. The overall assessment is excellent.
Topics
Results 2023
1. The structure and qualification of the directors
96.03%
2. The meeting of the sub-committees
93.06%
3. The roles responsibilities and duty
91.67%
Average
93.58%
Meeting attendance and remuneration for individual committees
1) Attendance at the Board of directors’ meeting and sub-committees
The company determines and subsequently announces about a meeting among the Board of directors in advance. The meeting will be held once for every business quarter. There might also be additional meeting(s) if it is deemed as necessary. The agenda of such meeting shall be clearly determined prior to the meeting itself. There might also arise an occasion in which the results and work performance are checked upon. On such occasion, the Company Secretary will send an official letter of invitation, along with the meeting’s agenda to each director 7 days prior to the actual meeting. This is to make certain that all directors have the time needed to ponder and examine the relevant information, be sufficiently prepared and arrive at the meeting ready to discuss the issues or problems.
During the Board of directors meeting, all directors can express their opinions freely. All things discussed shall be put down in writing. Afterwards, the records already approved by the Board of directors will be passed on to director of company which shall further investigate and proofread before giving their final approvals. Normally, a meeting lasts for approximately 3 hours. In addition, the company will delegate a Company Secretary and Legal Consultants who shall suggest or recommend on legal matters and other related regulations, oversee the board of directors activities, and coordinate with all associates to ensure that all practices comply with the board of director’s decisions.
A meeting of the Board of Directors without the presence of the Executive Directors, executives, and management has been formally scheduled one time in advance to allow the directors to express their opinions and suggestions on the work of the Executive Directors and the management. The Company Secretary will take note of the meeting and keep the minutes of the meeting, as well as summarizing the significant information from the meeting to inform the Executive Committee and the Chief Executive Officer in order to proceed or review and present the results to the Board of Directors’ meeting.
The company’s regulations state that in attending meetings, the members of the board of directors or other sub-committee must be present no less than two third (2/3) of the entire body and a resolution must be approved by a majority of the directors attending the meeting. In 2023, the rate of attendance can be summarized as follows;
Name
Number of meetings attended / Numbers of meetings Year 2023
The Audit and Risk Management Committee
4 meetings
(Phycisal meeting)
The Nomination and Remuneration Committee
1 meeting
(Phycisal meeting)
The Corporate Governance and Sustainable Development Committee
4 meetings (E-meeting)
The Executive Committee
12 meetings (Phycisal meeting)
The Board of directors
4 meetings (Hybrid meeting)
The Meeting between directors without Executive directors, Executives and Management
(1 Time) (Hybrid meeting)
Shareholder’s meeting
1 meeting (E-AGM)
Mr.Banphot Hongthong
-
1/1 (100%)
-
-
4/4 (100%)
1/1 (100%)
1/1
Mr.Nopporn Picha
4/4 (100%)
1/1 (100%)
-
-
4/4 (100%)
1/1 (100%)
1/1
Mr.Paiboon Kujareevanich
4/4 (100%)
-
-
-
4/4 (100%)
1/1 (100%)
1/1
Mr.Saravut Menasavet
4/4 (100%)
-
-
-
4/4 (100%)
1/1 (100%)
1/1
Mr.Takon Tawintermsup
-
-
-
12/12 (100%)
4/4 (100%)
-
1/1
Mr.Chusak Prachayangprecha
-
1/1 (100%)
-
12/12 (100%)
4/4 (100%)
-
1/1
Mr.Karoon Nuntileepong
-
-
4/4 (100%)
-
4/4 (100%)
1/1 (100%)
1/1
Mr.Kitti Chatlekhavanich
-
-
-
-
4/4 (100%)
1/1 (100%)
1/1
Mr.Songridth Niwattisaiwong
-
-
4/4 (100%)
-
4/4 (100%)
1/1 (100%)
1/1
Mr.Rachoj Tawintermsup
-
-
-
-
4/4 (100%)
-
1/1
Average
100%
100%
100%
100%
100%
100%
100%
2) Remuneration for Directors
The Company has policy for remunerating its Directors with clarity and transparency. The Board of Directors considered the remuneration and meeting allowance for director by compared with other similar business and suitable for the job with adequacy and maintain Directors who are qualified and experienced and took into account commensuration with duties and assigned responsibilities and the operating performance. Therefore the other benefit is not paid to directors, apart from the remuneration and meeting allowance for director only.
According to Annual General Meeting of Shareholders No.1/2023 held on April 27, 2023. The meeting approved director’s remuneration and the meeting allowance for the year 2023 as follows;
The meeting allowance for year 2023 which was equaled from the previous year
Meeting allowance
Baht/Person/time
Position
2023
2022
The Board of directors
Chairman
30,000
30,000
Member
25,000
25,000
The Audit and Risk Management Committee
Chairman
30,000
30,000
Member
25,000
25,000
The Nomination and Remuneration Committee
Chairman
25,000
25,000
Member
20,000
20,000
The Executive Committee
Chairman
30,000
30,000
Member
25,000
25,000
The Corporate Governance and Sustainable
Chairman
25,000
25,000
Development Committee
Member
20,000
20,000
(2) Director’s remuneration for year 2023 was equaled from previous year which chairman of the board of directors will distribute accordingly.
Detail
2023
2022
Director’s remuneration
4,500,000 Baht
4,500,000 Baht
3) Remuneration for Directors as of December 31, 2023.
Name
The meeting allowance (Baht)
The director’s remuneration in 2022 (1)
Total
The Audit and Risk Management Committee
(4 meetings)
The Nomination and Remuneration Committee
(1 meeting)
The Corporate Governance and Sustainable Development Committee
(4 meetings)
The Executive Committee
(12 meetings)
The Board of directors
(4 meetings)
Mr.Banphot Hongthong Independent Director
-
25,000
-
-
120,000
562,500
707,500
Mr.Nopporn Picha
Independent Director
120,000
20,000
-
-
100,000
517,500
757,500
Mr.Paiboon Kujareevanich
Independent Director
100,000
-
-
-
100,000
427,500
627,500
Mr.Saravut Menasavet
Independent Director
100,000
-
-
-
100,000
427,500
627,500
Mr.Takon Tawintermsup Director
-
-
-
360,000
100,000
427,500
887,500
Mr.Chusak Prachayangprecha Director
-
20,000
-
300,000
100,000
427,500
847,500
Mr.Karoon Nuntileepong Director
-
-
100,000
-
100,000
427,500
627,500
Mr.Kitti Chatlekhavanich Director
-
-
-
-
100,000
427,500
527,500
Mr.Songridth Niwattisaiwong
Director
-
-
80,000
-
100,000
427,500
607,500
Mr.Rachoj Tawintermsup
Director and Executive
-
-
-
-
100,000
427,500
527,500
Total
320,000
65,000
180,000
660,000
1,020,000
4,500,000
6,745,000
Remark 1) The Annual General Meeting of Shareholding No 1/2023 held on April 27, 2023 approved the budget for director’s remuneration which was limit of Baht 4,500,000. It was increased from previous year and not had other benefits. The chairman of the board of directors could distribute accordingly. The allocation and payment was due in February 2024.
Other remuneration for Directors
In 2013, issued ESOP#1 to Directors and Employees of the company and its subsidiary (details as topic 1.5 Issuance of other securities).
In 2014 to 2023, has not given other remuneration or issued ESOP.
Remuneration Policy for Executive Directors and Executives
1) Remuneration of Executive Directors and Chief Financial Officer
The remuneration policy of the Executive Director and Chief Executive Officer
Remuneration and fixed benefits are salaries based on duties, responsibilities, experience, skills, and expertise. The Nomination and Remuneration Committee annually reviews the remuneration, including the salary increment and bonus, and presents it to the Board of Directors for approval.
Compensation in the form of other benefits or special benefits, such as health insurance, accident insurance, travel insurance, a provident fund, a position car, and other welfare that corresponds to the performance.
2) Remuneration of The Management
The remuneration policy of the management must be consistent with the Company’s performance in both the short and long term, namely
Short Term
For returns in the form of an annual bonus, the annual bonus payout rate will consider the Company’s overall goals and profits by using a measurement and evaluation system in the form of key performance indicators (KPIs).
Employee wage rate adjustment and position level adjustment are based on the measurement and evaluation system according to the capability or competency of the person. The evaluation will be conducted twice a year, namely at the mid-year and year-end evaluations. The evaluation results will also be analyzed to create a training plan to improve the potential of the management.
Other benefits or welfare, such as social security, health insurance, accident insurance, travel insurance, a position car, a provident fund, an annual health check-up, work clothes, and other welfare benefits that correspond to performance, are available as compensation.
Long Term
Employees have the right to receive compensation in the form of accumulated income. The Company will accrue income according to the base specified for employees who are qualified as specified. Employees will be paid at retirement to focus on promoting and creating sustainable growth for the Company.
Long-term returns in the form of the allocation of ESOP warrants to the executives from 2014 to the present. No ESOP warrants have been allocated to the executives yet.
3) Other remuneration for Executive Directors and Executives
-None-
Total remuneration of Executive Director and Executives as of December 31, 2023
Details
2023
2022
2021
Executive Directors and Executives
8 person
9 person
10 person
Remuneration
meeting allowance, salary, bonus, provident fund, other (retirement compensation)
24.39 MB
27.04 MB
23.33 MB
Positioned car
3 person
3 person
3 person
Supervision of Subsidiaries and Associated Companies
The subsidiary’s management and business operations are carried out under the same policy and management model as the Company. The operating process, decision-making power as well as consideration and approval of various matters will be in accordance with the scope of duties and responsibilities according to the Company’s authority manual. Moreover, some of the directors and executives of the Company have also held director positions of subsidiaries. Therefore, the management process is certainly within the scope of the Company. Furthermore, information on the Company’s financial position will include the financial status of subsidiaries as well.
Supervision and Management of Subsidiaries and Associates, The Company will consider appointing a person to represent the Company as a director in proportion to their shareholding in subsidiaries or associated companies or as agreed upon in the agreement and/or appoint executives according to the conditions agreed.
The Board of Directors or the Executive Committee of the Company will appoint the mentioned representative. They will consider individuals with appropriate qualifications and experience, free of conflicts of interest with the business of subsidiaries or associated companies that the Company has invested in and they will not have any prohibited characteristics or lack trustworthiness according to the law or related regulations.
In this regard, for the management of business in which the Company has the expertise, the Company will send personnel to represent the Company in the position of a director and/or an executive to take part in the management, including setting policies and management guidelines in accordance with the Company’s work plans along with monitoring and controlling the work to be in accordance with the set work plans.
In management in other businesses that the Company does not have expertise, the Company will send a representative in the position of a director instead of going into direct administration.
The person who has been appointed as the representative of the Company must perform duties as a director and/or management of a subsidiary or associated company with responsibility. The person is expected to supervise and monitor the business operations of subsidiaries or associated companies to ensure compliance with applicable laws, regulations and rules. In addition, persons who represent the Company must prevent all related persons, including parents, siblings, children, adopted children, spouses or cohabitants as husband and wife of the representative, from using the Company’s inside information and that of subsidiaries and affiliates for their own benefit or that of others that is beyond the interests of the Company, subsidiaries and associated companies.
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