Good Corporate Governance Policies
The Board of Directors places a top priority on the principles of Good Corporate Governance, and established a set of policy guidelines and principles for the company to observe as follows:
- Equal and fair treatment for all stakeholders.
- Forward looking commitment to add value to company’s operations, prudent and thorough management of its operations, responsible, competent and effective performance to maximize shareholders’ value with prevention the conflicts of interest.
- Transparency and accountability in the operations, adequate disclosure of information to all parties concerned.
- Awareness of risks in conducting the business, implementation of appropriate risk management strategies.
- Establishment of moral and ethical guidelines for company’s directors and staff to follow.
Company places a high priority on Shareholders’ Rights. These rights are stipulated in its Articles of Association, for the right to access the company information, vote as a shareholders, fair treatment and facilitation for shareholders in its meeting.
Company also places utmost importance on all groups of stakeholders, on their rights, reliable and timely disclosure of information for dissemination to all our stakeholders, fair treatment to our counterparties and all our staff.
Another top priority is our shareholders’ Meetings, as stipulated in Company’s articles of Association. We have clearly defined our guidelines for organizing our shareholders’ Meeting and for facilitating and disseminating news and relevant information to our shareholders adequately and on equal basis.
The Board of Directors actively takes part in setting company’s vision, obligation, goal, business plan, and budget considerations. The Board of Directors also supervises the management to ensure that all operations are conducted efficiently and effectively, as planned and within their budget. The Board of Directors has also instituted the Internal Audit and control system as well as risk management measures, and set up regular monitoring mechanism to follow up the operation consistency.
To present conflicts of interest. The Board of Directors has drawn up ethical guidelines for directors to follow. The directors shall execute their duties while avoiding conflicts that may arise between personal interests and those of the company in order to maximize management efficiency. The avoidance of conflicts of interest is deriving personal benefits from directorship, not use company information in a wrong manner. The Board has tasked the Audit Committee to monitor and report cases in which conflicts of interest may arise.
Board of Directors has established moral and ethical guideline. These guidelines have been disseminated to all executive directors and staff to abide. This practice is intended to foster consciousness for a moral and ethical job performance, leading to satisfactory internal audit and control, which are interconnected.
Company’s Board of Directors consists of 8 members.
- Directors who are the management members 3 persons.
- Independent directors who also serve as the Audit Committee 5 persons.
The Chairman of the Board of Directors does not concurrently assume the Chief Executive Director of the company, and is an independent Director also. These two separate positions are accompanied by two distinct sets of corresponding roles and duties.
The remuneration consists of meeting allowances and bonuses in accordance to the business operation results each year within the budget approved by shareholders.
Remuneration of the Board members and Executives is set according to the policy of the Management team which is relative to the operating results and each member’s performance.
The Board holds regular meetings on quarterly and extraordinary meetings when necessary, with a clearly specified agenda to continually monitor the proposes and performance of company’s operations. The Board’s secretary sends out meeting invitation with agenda and related documents to the directors prior to the scheduled meetings to allow sufficient preparation time. Normally, the meeting spends 3 hours per time. During year 2016 the Board held 5 regular meetings as following detail.
|Name||Board of Audit Committee||Board of Director||Remark|
|Ordinary Meeting||Extra Ordinary Meeting||Total|
|1. Mr. Wiwat Theekhakhirikul||-||5/5||-||5/5|
|2. Lt.Gen. Kobboon Vichit *||8/8||5/5||-||5/5|
|3. Mr. Kraiwit Satayapiwat||-||5/5||-||5/5|
|4. Mr. Prasit Dheeraratbongkot *||8/8||5/5||-||5/5|
|5. Puttithorn Jirayus, PhD *||8/8||5/5||-||5/5|
|6. Mr. Parit Teekakirikul||-||5/5||-||5/5|
|7. Mr. Wongwiwat Theekhakhirikul||-||4/5||-||4/5|
|8. Mr. Seah Sin Loo||-||-/5||-||-/5||Foreign|
|Remarks:||Meeting attendance = No. of particular member’s presence for the meeting for the year/ Total no. of meeting held for the year.|
|* means Independent Directors who is Audit Committee member.|
The company’s Board of Directors appoints subcommittee to oversee the company’s business as follow.
Audit Committee: Presently appointed from the Board of Directors’ Meeting No. 1/2012 on January 20, 2012 whereby Lt.Gen. Kobboon Vichit was appointed as the chairman of Audit Committee. The members appointed Mr. Prasit Dheeraratbongkot and Puttithorn Jirayus, PhD to Audit Committee Director.
Audit Committee had held constant meeting in Year 2016 for eight times altogether and responsibly reported to the Board of Directors (According to the details in the topic 11 “Board of Directors’ meeting”)
Company has put in place effective and internal audit and control system, to cover the operations comprehensively with full cooperation by the supervisory, management and executive at all levels.
The Audit Committee is authorized by the Board of Directors to check the accuracy of Financial Statements, the adequacy and efficiency of the internal audit and control system, risk management and the fulfillment of other relevant duties.
The Audit Office is tasked to examine financial, managerial, operation and information systems as well as to access the adequacy of internal control of all functions undertaken by Audit results are reported directly to the Managing Director and to the Audit Committee to be checked and presented to the Board of Directors.
The Board of Directors is responsible for the financial statements and information reported in the Annual Report. The financial statements shown are prepared in accordance with Thai generally accepted accounting principles. Such preparation has been applied with transparent accounting procedures and the intention to disclose sufficient information in the Notes to the financial statements. The Board of Directors realizes the necessity to have the complete and accurate accounting information, to affirm that the company’s financial system follow good corporate governance philosophy and protect the undesirable consequences, either illegal actions or significant errors.
To achieve these goals, the Board of Directors has then appointed the Audit Committee, consisting of non-management directors, to oversee the quality of the financial statements and internal control processes. In conclusion, the Audit Committee has a reasonable opinion that the company’s internal controls are satisfactorily reliable to ensure all confidences, from both internal and external. Roles, Duties and Responsibilities of The Board of Directors in Supervising and Monitoring the Company.
Company is committed to fostering mutually beneficial relationships with and to disclosing important company information to its investors. Company has not set up an investor Relations Unit but assigned the duties to information Relation section and or Executive director to communicate and promoting productive ties between the company and its shareholders, investors, and analysts as well as business reporters. All investors can access the information by phone to 0-2805-2756-60 or www.karmarts.co.th.