corporate governance principle
THAI has created the written policies and guidance in accordance with the Good Governance Guidance from the Stock Exchange of Thailand.
Factor of Good Corporate Governance Principle are as follow:-
(1) Creation of Long Term Value for the Organization
- The Company’s Board of Directors must promote and instill vision in the Officers and must cause them to realize the importance in increasing the competency for all aspects’ competition in order that they will be confident in both present and future operational performance. Accordingly, it will be the creation of added-value for the organization in the long term without destroying the short-term competency;
- The Company’s Board of Directors must provide the Nomination Committee for nominating the persons who should be appointed as the members of Company’s Board of Directors in accordance with the generally accepted criteria and method and can be checked;
- The Company’s Board of Directors must appoint the Chairman of the Board from the director who is not the President and must specify the scope of authority, duty and responsibility of the Chairman of the Board and the President to be different from each others;
- The Company’s Board of Directors must appoint the Secretary of Company to perform the duty as specified by law including to assign duty for the Secretary to cooperate and to follow up, take care of the compliance with the Board of Directors resolution including to perform other duties as deemed appropriate by the Board of Directors;
- The Executives must comply with the policy in regard to the nomination, appointment, transfer and consideration on praiseworthy with the transparency and fairness in order to have the Officers who have knowledge, competency and being appropriate for the position and in order that the Officers who are good and competent will have progress and security in their work.
- The Company’s Board of Directors must take care of making the disclosure of significant information in regard to finance and other aspects which relates to the Company’s business operation within the appropriate period of time. The disclosure must be made via the channel which can be conveniently accessed by the relevant persons. The information must be transparent and correct according to the criteria of the relevant laws. Additionally, all Company’s stakeholder groups must have an equal opportunity to know such information, provided that, the Company’s information disclosure must be only made by the assigned person. The Company’s general Officers have no duty of the information disclosure;
- The Company’s Board of Directors must establish the public relation unit and the investors relation unit. The public relation unit performs duty in publicising the information and general news regarding the Company to public. The investors relation unit will perform the duty in contacting, coordinating and giving information in regard to finance and other aspects in relation to the Company’s business operation to the shareholders, investors and the securities analysts. The Officers must operate the business with transparency by disclosing adequate information according to the laws and regulations of the relevant supervisory government agencies, for instance, the Ministry of Finance, the Stock Exchange of Thailand and the Securities and Exchange Commission, etc. in order to create reliability and to give an opportunity for the Company’s relevant persons or stakeholders to able to check the Company’s business operation;
- The Officers must not have personal interest in performing their duties, nor take action, nor omit to take action in the manner that it may cause the conflict of interest with the Company, nor use inside information of the Company, nor take any other action in performing their duty to seek for the interest for themselves or for others;
- The Officers must prepare the report to the immediate supervisor(the copy of report must also be sent to the Company’s Secretary) when they doubt that themselves or relevant persons have the interest which conflicts with those of the Company in order that the Company will consider to further issue the order;
- The Officers must not take the position of director or advisor of any company or person who will or may cause the conflict of interest with the Company unless the Company’s Board of Directors prior authorization has already been obtained.- The acceptance of property or any other benefit on the ethical basis in the performing of duties of the Officers must be subject to the criteria specified by the National Anti-Corruption Commission.
- The Officers must devote themselves in performing their duties with knowledge and experience to the best of their ability by placing importance to the responsiveness to the need of shareholders, customers, business partners and Employees. In addition, in case that their need is not corresponding to one another, the Officers must balance such need as best as they can;
- The Officers must use their discretion in independently performing the duties with honesty and fairness in order to manage the work under their duties to meet the target which results in the maximum benefit for the Company. For this purpose, the Officers must take care of the right of the stakeholders to be well protected and treated;
- The Officers must avoid any action which conflicts with the Company’s interest nor take the opportunity, nor use the information receiving as a result of being the Company’s Officers to seek for interest for themselves or others;
- The Executives must promote and instill the consciousness of high responsibility in performing the duties in the subordinates.
- The Officers must attentively perform their duties to the best of their ability and must exercise care in the manner of the person having knowledge and experience including to be ready to be responsible for the result of their actions;
- The Officers must be ready to explain their decision and action to the Company’s Board of Directors, immediate supervisor, shareholders, customers, business partners and Company’s other stakeholders;
- The Executives must promote and instill the consciousness of responsibility for the result of performing of the duties in the subordinates.
(5) Equitable Treatment
- The Executives must operate the business and perform their duties with fairness by equally providing the treatment to the stakeholders without any discrimination due to the difference of their races, nationalities, religions, sexes or other unfair reasons;
- The Officers must treat the business competitors to be in line with the international principle under the scope of relevant laws, nor infringe the secret, nor to fraudulently know the trade secret of its competitors;
- The Executives must provide the channels for the Employees to be able to notify the matter which indicates the illegality or violation of the Company’s regulations and to take care of theirs complaints to be responded within the appropriate time.