Good Corporate Governance Policies
The Board of Directors recognizes the importance of Good Corporate Governance principles and has made it a top priority for the company, establishing 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, of which cover the following primary issues:
- Equal and fair treatment of all shareholders and stakeholders.
- Forward-looking commitment on creation and addition of value to company’s operations in the long term, prudent and comprehensive management as well as responsible, competent and effective execution to maximize shareholders’ value while preventing conflict of interests.
- Transparency and accountability in operation, complemented with adequate disclosure of information to all relevant parties.
- Risk anticipation and evaluation in all business aspects and implementation of appropriate risk management strategies.
- Establishment of moral and ethical standards for company’s directors and staff to conform.
Company accords a top priority to Shareholders’ Rights which are stated in the Company’s Articles of Association, including the right to access company information, right to vote, fair treatment and facilitation in shareholders’ meetings.
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 employees, are also accorded paramount importance by the company.
Another high priority is the Company’s Shareholders’ Meetings conducted as per stipulation in the Company’s articles of Association. The Company has clearly crafted the guidelines for organizing shareholders’ meeting, facilitating and disseminating news and relevant information to the shareholders promptly and sufficiently and on equal basis.
The Board of Directors is in charge of establishing the company’s vision, obligation, goal, business plan and budget considerations as well as supervising the management team to guarantee that all operations are performed efficiently and effectively as planned and within budgets provided. Furthermore, the Board of Directors also instituted an Internal Audit and Control System as well as risk management measures and set up an effective monitoring mechanism to ensure consistency amongst operations.
In order to avoid conflict of interests, the Board of Directors has drawn up ethical guidelines for directors to strictly adhere to. Directors shall perform their duties while preventing conflicts that may occur between personal and company interests in order to maximize efficiency of management.
The avoidance of conflict of interests is primarily established to stem out derivation of personal benefits from directorship and erroneous use of company information. To this, the Board of Directors has appointed the Audit Committee to inspect directorial implementations and file report in cases where conflict of interests may potentially occur.
The Board of Directors has established moral and ethical principles which have been disseminated for all executive directors and staff to comply with. This practice aims to foster consciousness for a moral and ethical job performance, resulting in 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 responsibilities.
Managing Director has sole right to manage and supervise the operation of the company, as appointed and under supervision from the Board of Directors.
The remuneration consists of meeting allowances and bonuses in accordance to the business operation results achieved annually and within the budget approved by shareholders.
Remuneration of Board Members and Executives is set in accordance with the policy established by the Management Team with regards to overall operating results and every member’s individual performance.
The Board holds regular meetings quarterly as well as adhoc collateral meetings with clearly specified agenda to continuously inspect implementation and performance of company operations. The Board’s secretary delivers meeting invitation with agenda and relevant documents to the directors prior to scheduled meetings to allow sufficient time for preparation and each meeting typically lasts 3 hours. In 2022, the Board held a total of 5 regular meetings.
The Company’s Board of Directors appoints subcommittee to supervise company 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.
Throughout 2022, the Audit Committee held 8 meetings in total and responsibly reported to the Board of Directors all outputs of meetings.
The Company has set up an effective internal audit and control system to cover the operations comprehensively by supervisory, management and executive personnel at all levels.
The Board of Directors authorized the Audit Committee to check accuracy of Financial Statements, adequacy and efficiency of internal audit and control system, risk management and fulfillment of other pertinent responsibilities.
The Company has also appointed Internal Audit Team to examine financial, managerial, operational and information systems to assure all related parties that all system implementations effectively abide by the laws and company’s regulations. In addition, 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 in charge of preparing 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 goal of disclosing sufficient information in the Notes to financial statements. The Board of Directors recognizes the importance of having complete and precise accounting data in order to affirm that the company's financial system has been operating in accordance with good corporate governance principles to avoid unfavorable outcomes, 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 along with qualified auditor. In closing, the Audit Committee is of the opinion that the company’s internal controls are adequate to deliver confidence and accountability for both internal and external parties.
The Company is dedicated to building mutually beneficial relationships with and disclosing important company information to investors. Although the Company has not set up an Investor Relations Unit, the Information Relation section and/or its associated Executive Director have been tasked to communicate and promote productive ties between the company and its shareholders, investors, 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.
Assessing the Internal Information
The Company is of the opinion that all board members and management executives have strong ethical standards and do not misuse any internal and proprietary information for personal benefits. With penalty being an ineffective control mechanic which focuses only on passive post-event actions, the Company has no written policy on this matter to date.
Nevertheless, the Company has accorded priority to monitor and secure internal information access and usage, identifying that only authorized persons or high-level executives are permitted to access internal information with the approval of shareholders and under specific limitations. Additionally, the company has designated the Public Relation Office or the high-level management to be the only parties entitled to provide information to public.