Good Corporate Governance Policies
The Board of Directors is well aware of the importance of Good Corporate Governance principles and has placed it as a top priority as well as established a set of policies, guidelines and principles for the company to implement transparency and enhance competitive capability, in order to ensure reliability for shareholders, investors and related parties, and which cover prime matters as follows:
- Equal and fair treatment for all shareholders and stakeholders.
- Forward-looking commitment on addition of value to company’s operations in the long run, prudent and thorough management as well as responsible, competent and effective execution to maximize shareholders’ value while preventing any conflict of interest.
- Transparency and accountability in operation, adequate disclosure of information to all related parties.
- Awareness of risks in all business aspects and implementation of appropriate risk management strategies.
- Establishment of moral and ethical guidelines for company’s directors and staff to adhere.
Company places a high priority on Shareholders’ Rights which are stipulated in the company’s Articles of Association such as the right to access company information, right to vote, fair treatment and facilitation in shareholders’ meeting.
Company also places utmost importance on all groups of Stakeholders Rights such as reliable and timely disclosure of information for dissemination to all stakeholders and fair treatment without taking advantage of counterparties, related parties and all staff.
Another top priority is our Shareholders’ Meetings as stipulated in Company’s articles of Association. The Company has explicitly crafted the guidelines for organizing shareholders’ meeting, facilitating and disseminating news and relevant information to the shareholders adequately and on equal basis.
The Board of Directors proactively leads the establishment of company’s vision, obligation, goal, business plan and budget considerations as well as supervising the management team to ensure that all operations are conducted efficiently and effectively as planned and within budgets provided. The Board of Directors also instituted an Internal Audit and control system as well as risk management measures, and set up regular monitoring mechanism to follow up on consistency of operations.
In order to prevent 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 and company interests in order to maximize management efficiency.
The avoidance of conflicts of interest is mainly concerned about deriving personal benefits from directorship and not using company information in a wrong manner. To this, the Board of Directors has assigned the Audit Committee to inspect directorial implementations and file report in cases where conflicts of interest may potentially arise.
Board of Directors has established moral and ethical guidelines which 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 9 members as follows;
- Directors who are also management members 3 persons.
- Independent Directors who also serve in Audit Committee 6 persons.
The Chairman of the Board of Directors is not an Independent Director and does not concurrently hold Managing Director position of the company as allocated. These two separate positions are accompanied by two distinct sets of corresponding roles and duties.
Managing Director has sole right to manage and supervise company’s operation as assigned and under supervision from the Board of Directors.
The remuneration consists of meeting allowances and bonuses in accordance to the business operation results achieved every year and within the budget approved by shareholders.
Remuneration of the Board Members and Executives is set according to the policy of Management Team relative to the overall operating results and every member’s performance.
The Board holds regular meetings quarterly and will hold collateral meetings when it is necessary with clearly specified agenda to continuously inspect quarterly implementation 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 and each meeting normally takes 3 hours. During year 2019, the Board held 4 regular meetings as indicated in the following details.
|Name||Board of Audit Committee||Board of Director||Remark|
|Ordinary Meeting||Collateral Meeting||Total|
|1. Mr. Wiwat Theekhakhirikul||-||4/4||-||4/4|
|2. Lt.Gen. Kobboon Vichit *||9/9||4/4||-||4/4|
|3. Mr. Kraiwit Satayapiwat||-||3/4||-||3/4|
|4. Mr. Prasit Dheeraratbongkot *||9/9||4/4||-||4/4|
|5. Puttithorn Jirayus, Ph.D. *||9/9||4/4||-||4/4|
|6. Mr. Parit Teekakirikul||-||4/4||-||4/4|
|7. Mr. Wongwiwat Theekhakhirikul||-||4/4||-||4/4|
|8. Mr. Seah Sin Loo||-||-/4||-||-/4||Foreigner|
|9. Mr. Kattanant Yaphanich||1/9||3/4||-||3/4|
|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 follows.
Audit Committee: Presently appointed via the Board of Directors’ Meeting No. 1/2012 held on January 20, 2012 whereby Lt.Gen. Kobboon Vichit was appointed as the Chairman of Audit Committee while Mr. Prasit Dheeraratbongkot and Puttithorn Jirayus, Ph.D. were appointed to hold Audit Committee Director positions.
Audit Committee has held a total of nine meetings in Year 2019 and responsibly reported to the Board of Directors (according to the details in the topic 11 “Board of Directors’ meeting”).
The Company has put in place an effective internal audit and control system to cover the operations comprehensively by supervisory, management and executive personnel 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 internal audit and control system, risk management and the fulfillment of other relevant duties.
The Company has assigned the Audit Office to examine financial, managerial, operational and information systems to assure all related parties that the implementation effectively complies with laws and company’s regulations. Additionally, in order to ensure the effectiveness of Internal Audit execution in terms of independently inspecting and counterbalancing, the Board of Directors has allocated the Internal Audit to directly report inspection results to Audit Committee as well as receiving performance appraisal from the committee.
The Board of Directors is responsible for the financial statements and information reported in the Annual Report. All financial statements published are prepared in accordance with acceptable accounting principles within Thailand. Such preparation has been applied with transparent accounting procedures and with the intention to disclose sufficient information in the Notes to financial statements. The Board of Directors realizes the necessity of having complete and accurate accounting information in order to affirm that the company’s financial system has been following good corporate governance philosophy to prevent undesirable consequences, either illegal actions or significant errors.
To achieve these goals, the Board of Directors appointed the Audit Committee, consisting of non-managing directors, to oversee the disclosure of significant information and financial statements together with qualified auditor. In conclusion, the Audit Committee opines that the company’s internal controls are satisfactorily reliable to deliver confidence for both internal and external parties.
The Company is committed to foster mutually beneficial relationships with and to disclose important company information to the investors. Although the Company has not set up an Investor Relations Unit, the Information Relation section or its associated Executive Director has been tasked to communicate and promote productive ties between the company and its shareholders, investors, and analysts as well as business reporters. All investors can also access company information via hotline 0-2805-2756-60 or by visiting www.karmarts.co.th.