Corporate Governance Policy and Code of Conduct


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Corporate Governance Policy and Code of Conduct

The Board of Directors and executives are committed to the sustainable development of the organization, and are committed to working transparently and fairly to all stakeholders as well as supporting all employees to have a good quality of life along with being responsible for all aspects of society in order to comply with the principles of good corporate governance for listed companies of the Stock Exchange of Thailand year 2012 and the 2017 Corporate Governance Code of the Securities and Exchange Commission

The Board of Directors has set up a corporate governance policy and a code of conduct and ethics to apply to the director, executives and employees of the company as well as other person who acts on behalf of the Company. The good corporate governance principles have been promulgated in accordance with good corporate governance principles for directors. Executives and employees of the Company Through internal company journals, intranet, internal Campaign and orientation program.

In addition, the Company has set up a channel for outsiders to report violations of the corporate governance policy directly to Audit committee through Whistle Blowing Channel) (For more information, please visit the Company’s website on the Investor Relations page. http://www.col.co.th/ir.html)

In the year 2017, the Company received a “Very Good” Corporate Governance Survey, showing its commitment to corporate governance. The average score is higher than the average score of all 620 listed companies in this project and higher than the average score in comparison with other groups in the SET100 Index , higher than the same group of companies in the same industry (commercial service sector),as well as , the group of companies with same market value. (Groups with a market value of more than 10,000 million)

The Company participates in the program that evaluated by the Thai Institute of Directors (IOD) on an annual basis in order to develop the corporate governance and sustainability for the Company and all stakeholders.

The progression of the company in Corporate Governance aspect in year 2017 can be classified in 5 modules as follows:



Module 1: Rights of the shareholders

The Company places an emphasis upon and realizes the rights of the shareholders with fairness such as the rights to trade and transfer their own securities, the right to receive the profit sharing and dividend with equality, the rights at the shareholders’ meeting, the rights to express their opinion, the rights to jointly make decision in the Company’s important matters such as dividend allocation, election or demotion of the Directors, approval of important transaction which has an effect on the Company’s business operation, amendment of the charter of the entity or regulation of the Company, appointment of the auditors. This includes mechanism to prevent any domination of corporate governance. There will be neither any cross shareholding among the Company or its subsidiaries nor any pyramid holding among the Company’s group.

On April 5, 2017, the Company held the Annual General Meeting of Shareholders at Petchompoo Room, 3rd Floor at The Emerald Hotel. At the meeting date, there were 166 shareholders and proxies, representing 79.87% of total share, the chairman of the board of directors, the chairman of the audit committee, the chairman of the nomination and remuneration committee, the chairman of the risk management committee, the president and other high level executives of each business together with the secretary of the Company and the auditors attended the meeting.

The Company has measures to protect the sustainable rights of the shareholders in the following matters.

  1. In addition, shareholders and minority shareholders are able to address their questions, agendas of the meeting and proposal of qualified candidates for the Company’s director nomination via post to the Company Secretary or email to companysecretary@col.co.th. The Company informs shareholders about this matter via the Stock Exchange of Thailand’s news release as well as on the Company’s website. Shareholders have the rights to submit information of offering agenda prior to the meeting of the Board of Directors for AGM in advance from October 1, 2017 to January 15, 2017. None of the shareholder submitted any agenda or nominated any person to be the board member in the annual general meeting of 2017
  2. The invitation letter of the shareholders’ meeting will be published in advance; prior to receiving a hard copy version on March 3, 2017; in order to provide an opportunity for the shareholders to efficiently study the information in the form of document prior to receive a hard copy version. This will be of no less than 30 days prior to the meeting for the Thai version and the English version through the Company’s website at http://www.col.co.th/ir.html
  3. The invitation letters of the shareholders’ meeting provide adequate information about the meeting for consideration, including of date, time, place, and the agendas which are complete and sufficient explanations, reasons, the board of directors’ opinion and procedures for attending the Annual General Meeting of Shareholders.
  4. The shareholders who cannot attend the meeting are allowed to assign proxies to Independent Directors or any other persons to attend the meeting in place of them. This can be done through the proxy forms A or B or C which are sent by the Company with the invitation letter which includes the document and proxy principles.
  5. The shareholders’ meeting are arranged in the location nearby the head office of the Company where is convenient to access by subway station, airport rail link station, public bus, including facilitated by the staff and technology to documentary registration, vote counting, and stamp duty to the shareholders.
  6. The Company supports shareholders in any type, including institutional investors to attend the meeting. There is no limitation of rights to shareholders who arrive late. Regarding facilitation to shareholders attending the meeting, the Company has a policy to treat every shareholder equally.
  7. In the shareholders’ meeting, the Company’s directors, executives, financial advisory, lawyer, auditor, and related parties are presented to answer the questions and recording to the minutes. The questions and opinions in the meeting will be recorded in the minutes so shareholders can access and check. The company secretary notifies agenda, date and time of the shareholders’ meeting to every director in advance so every director, particularly the chairman of the board of directors, the chairman of each sub-committee and the managing director, can attend the meeting. A director can be absent from the meeting in case of necessary reason.
  8. To provide convenience to the shareholders who attend the shareholders’ Meeting, the voting method and counting votes will be informed to the shareholders prior to the meeting. In addition, the barcode system is used for the registration and vote counting. Also, the Company manage appropriate time in the shareholders’ Meeting in order to provide an opportunity to shareholders to give their opinions and ask the questions which were recorded to the minutes of the shareholders’ Meeting.
  9. The shareholders are provided an opportunity to exercise their rights to appoint the Directors by one-by-one voting.
  10. The shareholders are provided an opportunity to consider the Company’s Directors’ remuneration every year by providing a policies and procedures for remuneration clearly.
  11. The shareholders are provided director opinion director on each agenda and provided the Annual Report and a Proxy Form which contain detailed information on the documents required for the proxy, together with the meeting documents.
  12. The Company Directors’ shareholdings are not exceeding 25% of shares issued together. As of December 31, 2017, the committee members and executive members of the Company hold the Company’s share in an amount of 10.7363 % of the issued shares. Our shareholders can be affirmed that the Company protects an interest of every shareholder equally.
  13. The Company shall not add any additional agenda or change any important information without informing the shareholders in advance in the Annual Meeting, and provide an opportunity to shareholders to give their opinions and ask the questions which were recorded to the minutes of the shareholders’ meeting.
  14. The Company has arranged the auditor to count the votes at the shareholders’ meeting to be transparent to all parties.
  15. The Company facilitated the share holders by providing
    • Registration and Vote counting Program to improve efficiency and speed.
    • Stamp duty without charge.

At the 2017 Annual General Meeting of Shareholders, the Company invited a legal advisor from Central Department Store Co., Ltd. for overseeing the meeting in a transparent manner and in compliance with the laws and regulations of the company regarding the audit of the quorum document, the voting method and the vote counting according to the chairman of the meeting inform as well as overseeing the collection of ballots from shareholders and checking votes and voting on cards.

Module 2: Equality treatment toward the shareholders

The Company has policies to protect the right and to treat all shareholders with equality whether they are major shareholders, minor shareholders, institutional shareholders, or foreign shareholders, as follows:

  1. The policy of equality treatment toward the shareholders which follows regulations of which stipulated by laws and related government agency such as the right to own by controlling the Company through the appointment of the Board of Directors as representatives, the right to securities trading and transferring, the right to participation the shareholders’ meeting and voting, including the expression of opinion and consideration the decision of important changes, the right to appointment of proxies to attend the meeting and vote, the right to demotion and appointment of the Board of Directors, the right to vote for appointment and remuneration of the auditors, the right to perpetual and in-time acknowledgement of information, operating results, and management policy, the right to equal profit sharing, and the right to acknowledgement of connected transaction information.
  2. The Directors, Executives, or staff in Departments who receive the inside information shall neither disclose the information to the outsider or other persons whose roles are not related, nor trade the Company’s securities within the period of one month prior to the published of the Company’s financial statement. The Secretary of the Company will inform the schedule the period in each quarter.
    • The Directors, Executives are required to inform their securities transaction one day in advance before the transaction.
    • The first 4 Directors and Executives after Chief Executive Officer shall report securities holding changes to the Securities Exchange Commission (SEC) which is in accordance with the Section 59 of the Securities and Exchange Act B.E. 2535, and send the copy of those reports to the Company Secretary within 7 days in order to report to the Board of Directors.
  3. The Company does not give any financial support to any company except its subsidiaries.
  4. The Company presents the details of the connected transactions which may cause conflict of interest to the Audit Committee for consideration before the proposal for approval from the Board of Directors and the disclosure of important information
  5. The Company adheres to the principles and guidelines on equal treatment of shareholders during the meeting of the shareholders. Details are as follows.

Before the meeting

  • The Company allowed one or many shareholders, collectively holding not less than 100,000 shares to propose an agenda to the meeting and nominate any person to be considered in the selection of the director prior to the meeting. The process could be done via facsimile, e-mail or the Company’s website http://www.col.co.th/ir.html. The Company’s policy was to let shareholders do so at least 3 months prior to the fiscal year, that is, from October 1, 2016 -January 15, 2017
  • The Company circulated Thai and English invitation letters and sent an invitation letter by post before the meeting in order to spare sufficient preparation time for shareholders. This invitation was posted on its website on March 3, 2017 (30 days prior to the meeting). The letter was sent by post on March 22, 2017 (14 days prior to the meeting). In the invitation letter, the Company clearly completely and sufficiently mentioned facts, reasons and opinions of the Board of Directors for the consideration of the shareholders. The Company also facilitated its shareholders who were unable to attend the meeting in person by enclosing the proxy with a letter.

At the meeting

  • The company provides a registration system with barcode to register for the accuracy, speed and reliability of data.
  • The Company granted each share equaling to each vote.
  • The Company had explained the voting method and counting method to shareholders in the meeting before the meeting began. Each ballot was for each agenda so each shareholder could vote freely. The computer and bar code systems were applied for registration and vote counting for the purpose of accuracy, speediness and efficiency of information. The summed score in each agenda was provided in a respective order. OJ International Co., Ltd. was responsible for voting and counting systems.
  • The Company allowe d its shareholders to ask and opine any opinion concerning each agenda as deemed appropriate before voting in each agenda. The chairman of the board of directors, the chairman of the audit committee, the chairman of the nomination and remuneration committee, the president and other high level executives of each business together with the auditors attended the meeting and answered any queries from the shareholders.
  • TThe Company gives the shareholders the opportunity to make inquiries or express their views on matters related to the agenda before voting on each agenda. The Chairman of the Board of Director, Chairman of the Audit Committee, Chairman of the Nomination and Remuneration Committee, Chief Executive Officer, Executives of each business unit attended the meeting to answer questions from shareholders, in which questions and answer are recorded in the minutes.
  • Any directors or executives who had any conflict in any agenda were unable to vote in that agenda and had to leave the meeting room during that agenda.

After the meeting

  • The Company submitted the resolution of the meeting to the Stock Exchange of Thailand (SET) within the meeting date, April 5, 2017 through the SET’s news network and reported the AGM minutes in Thai and English through its website. The copy of the minutes was delivered to the SET on April 19, 2017 (within 14 days after the meeting).
  • The Company recorded and aired the meeting via the Company’s Webcast on the investor relation section so shareholders and any persons who were interested into were able to rerun this
  • The Company allowed any shareholders to opine their viewpoint and any comment through its communication channel and used that data to improve and develop the meeting in the following year.
Module 3: Roles of the stakeholders

The Company has realized the encouragement of the building of competitiveness and profit from operation to the Company as the commencement of the long-term success of the Company. The Company places an importance upon the right of all stakeholders whether they are in-house stakeholders such as the staff and Executives of the Company or external stakeholders such as the shareholders, customers, trading partners, competitors, creditors, the government, communities, and other related organizations. Therefore, the Company arranged a policy and a guideline on good governance so it would be transparent and fair to every internal and external stakeholder. This was known as the “Code of Conduct”, details of which can be viewed from the Company’s website on investor relation page.

The Board of Directors provided channels for reporting illegal actions or complain Ethics or behavior that may imply fraud or misconduct of persons in the organization or other related stakeholders thru the following channels.

Tel: 02-015-9879
E-mail: whistleblower@col.co.th
Post: 919/555, 15th Floor, Jewelry Trade Center Building, Bangrak, Bangkok 10150

Thus, there was no clue or complaint during year 2017.

Details of operations in 2017 are as follows.

Shareholders

  • The Company aims to be a good representative of its shareholders on business operation. It takes the long-term growth in the Company’s value into account with a good and continuous yield. The Company publishes its information transparently and reliably. It also realizes on the risk in the business and regularly reviews the risk mitigation measures.
  • The Company updates the manual on “corporate governance” and sets corporate governance guideline concerning this issue for its directors, executives and employees. The guideline includes internal control, corruption prevention, conflict of interest transaction, receiving and giving presents, properties or any benefits, confidentiality, securities trading, information technology and communication. All are aim to provide the shareholders’ optimal satisfaction.
  • The Company provides complete communication channels via telephone, facsimile, ir webpage, http://www.col.co.th/ir.html Moreover, it states responsible persons so any stakeholders such as shareholders, customers, partners and communities can contact the Company and send their opinion, question, complaint or comment. The independent directors or audit committee members are responsible for reporting any complaint, investigating and reporting to the board.
  • The Code of Business Conduct has been set up as a guideline for directors, executives and employees of the Company to control and to prevent corruption from conflict of interest, gifts received, insider trading as well as using of information and communication to maximum benefit to shareholders.

Customers

  • The company provides information of goods and service without distorting the facts.
  • The Company strives for the customers’ highest satisfaction. It also promotes common benefit relationship. To do so, it adds value to its products and services. Moreover, it promptly handles customers’ complaints once it receives.
  • The Company is responsible for its customers to receive good and qualified products and services in a reasonable price. It publishes news and information on products and services completely and accurately. Advice on effective usage of products is provided. Return and change policy and practice are clear.
  • The Company together with its customers jointly try their best to find a solution on any problems in order to mostly mitigate any effect to customers. Satisfaction survey is regularly conducted to cooperate with customers on improving products as well as strengthening business sustainably.
  • The Company conducted a survey on customer satisfaction in order to improve the service and supply the right products to meet the needs of most customers.
  • Provide communication channel for inquiries and comments through Tel 1281

Partner

  • The Company regards equality in business operation and common benefit of its partners which shall be under trade conditions and law. It selects partners fairly and transparently. Regulations on procurement which clearly mentions steps and procedures are obliged. For example, selection of partner, auction and bidding are done under the internal audit’s strict control and examination.
  • The Company had a policy and practice for business partners. Details are as follows:
    1. The Company will supply products and services under the principle mentioned below
      • Sele ction process are appropriate and fair.
      • There are criteria for evaluating and selecting partners and contractors.
      • There is appropriated form of contract.
      • There are management and monitoring systems to ensure that the contractor comply with the terms of the contract in order to prevent fraud and misconduct at every stage.
    2. The company wishes to provide services in accordance with good standards, quality with honesty, fairness.
    3. The Company has a policy of confidentiality of partners and counterparties to conduct business fairly. The Company do not engage in illegal business between partners, as well as, do not bribe or supply anything to others for business interests.
    4. The Company operates business on fairness the basis which can be verified and satisfied both parties.
    5. The Company intends to develop and maintain relation with partners who have clear objectives in producing products and providing services that value for money and worthy.
    6. The Company intends to operate business with partners and get the legal protection from law and regulation concerning consumer products.
    7. The Company intends to operate business rightness with partners and get the legal protection.

Thus, The Company asks for the fullest cooperation from partner and Company subsidiaries on anti-corruption and its relevant Policies in all manners in order to make business run properly.

Competitor

  • The Company supports and promotes free and fair competition and legal obedience. Competition must be done within the scope in the code of conduct and law. Furthermore, the Company will not conduct any action which violates intellectual property of others or of competitors. It obliges not to search for any confidentiality or directly or indirectly do anything to obtain competitors’ information.

Creditor

  • Conditions and financial obligations under any agreements are strictly, rightly and completely observed. Steps and time period concerning conditions on surety ship, default payment are clearly mentioned.
  • The Company has clearly defined the policy of loan management to prevent the risk of misuse and to build up the company’s debt repayment capability (if any).

Employee

  • The Company promotes and develops its employees’ ability to the highest level namely fair employment conditions, safe and sound working environment and continuous training. Moreover, employees in every level are able to opine their viewpoint equally.
  • There is a provident fund for its executives and employees. No violation of labor law, consumer law, competition law and environmental law.
  • The Company provides channels and steps on reporting and complaining on any issue which may cause adverse effect to the Company. The steps and procedures can protect a reporter clearly and efficiently.
  • Respect human rights without discrimination at all levels of employees in order to achieve equality and harmony in the organization. There are 37 physically handicapped employees in the company in Year 2017.
  • The Company conducts the employee satisfaction survey under the Power of Voice (POV) program as a guideline for enhancing employees’ engagement with the Company and provide a suitable working environment for employees.

Public sector

  • The Company is interested in strict observance with laws and regulations of any relevant public authorities; therefore, it has a plan to operate its business in accordance with such laws and regulations in a concrete manner which is beneficial to public.

Community

  • The Company pays great attention on environment, safety and corporate social responsibility. It takes care of safety and environment in the most effective manner. Further the Company supports community’s and local’s activities in a place where the Company’s business is located. A policy on occupational health, safety and environment is established to prevent any accident from activity, product and service of the Company. It also control any outcome and impact which may possibly be happened.
  • The Company supports efficient and economical usage of resources. Its employees have to be aware of this principle and work with safety and environmental awareness. At the same time, the Company promotes any Company’s stakeholder to take part in community and society development. The Company has continually adhered to this practice.
  • In the year 2017, the company was awarded the exemplary business license for drug management by the Department of Labor Protection and Welfare, Ministry of Labor.

Module 4: Disclosure of information and transparency

The Company has regularly had the disclosure of information including financial reports and business information that is accurate, complete, transparent, equitable, and on a timely basis through the communication channel of the SET and IR website: http://col.listedcompany.com

Other examples of important activities of the Company in other aspects are opening new store, and launching product, campaign during festive season and activity with its business partners. The Company communicates through media such as newspaper and radio program to let every stakeholder know news widely.

For investor relations, the Company assigns the investor relations division along with the Chief Executive Officer to be responsible for duties related to investor relations in order to communicate important and beneficial information to the institutional investors, shareholders, stock analysts, press and general public and to quarterly report the activities on investor relations to the meeting of the Board of Directors. Nevertheless, disclosure of the Company’s performance to shareholders, investors, and securities analysts shall be in compliance with the good corporate governance so there will be a period when the Company does not publish such information. This aims to be in line with transparent and equitable disclosure of information principle.

The company met individual investors, Institutional investors and analysts both in Thailand and abroad more than 143 pax, through investor relations activities as follows.

  1. Company visits by investors and analysts, including conference calls totally 28 investors
  2. Company participated Opportunity Day held by the Stock Exchange of Thailand 2 times.
  3. Attending domestic investor meeting 4 times
  4. Attending analyst meeting 1 time

Thus, Investors can contact the Company’s investor relations section by Contact person:

Contact
person : Mr. Phanthep Luangwiriya
General Manager - Investor Relations Officer
Address : COL Public Company Limited 919/555 Jewelry Trade Center 15th Floor, Silom Road, Silom, Bangrak, Bangkok
Telephone : 02-015-5557-8
Fax : 02-056-0376
E-mail : ir@col.co.th

Regarding the quality of financial reports, the Company’s board of directors is responsible for consolidated financial statements of the Company and its subsidiaries (approved by the Company’s auditor) as well as financial information presented in the annual report. The Company’s Board of Directors appoints the audit committee which consists of an independent committee responsible for the quality of financial reports and internal control system. For the year 2017 financial report, the Board of Directors had the opinion that such financial statements were prepared in accordance with Thai General Accepted Accounting Principles through the adoption of the appropriate accounting policy and consistent practice of that policy, including the disclosure of substantial information in the Notes to the financial statements of the Company and its subsidiaries.

Module 5: Responsibility of the Board of Directors

The Board of Directors consists of the experts with knowledge, capability, and experience which benefit to the Company whose important roles stipulate the Company’s policy, business plan, target, and budget, as well as supervise the management to perform as assigned with efficiency and effectiveness. The followings are the responsibilities of the Board of Directors:

The Board of Directors’ Structure

  1. The Board of Directors consists of 9 members who are 3 Non-Executive Independent Directors, 5 Non-Executive Directors and 1 Executive Director, accounting for more than one-thirds of the Board of Directors and the chairman of the Board of Directors is Non-Executive Independent Director. The Board of Directors term is 3-year term.
  2. The Board of Directors has 4 female 2 out of 4 are Independent Directors
  3. 88.89% of the Board of Directors consisted are Non-Executive Director
  4. The Board of Directors defined the definition of Independent Director of COL Public Company Limited above has an equivalent meaning and is in compliance with the minimum requirements of the Securities and Exchange Commission (the SEC) and the Stock Exchange of Thailand (SET)
  5. Independent Directors are independent without the authority of management and major shareholder.
  6. The Board of Directors is independent with the reasonable decision making under morality and with the realization of the benefit of the Company. Thus, there is a clear distinction of roles and responsibility of the Board of Directors and the Management.
    The Board of Directors shall assign the management and the officer of the Company who work full time or the Sub-Committees which are appointed by the Board of Directors to perform the matter with carefulness and perpetual follow-up and examination.
  7. The Board of Directors are neither being nor used to be an executive director, employee, staff, advisor who receives salary, or controlling person of the Company, its parent company, subsidiary company, affiliate company, same-level subsidiary company, major shareholder or controlling person, unless the foregoing status has ended not less than 2 years.
  8. The Directors shall have knowledge, capability, expertise, and experience which are beneficial to the business operation and truly possess the interest in the Company’s business as well as integrity, fairness, and morality which lead to lawful corporate governance and the utmost benefit to the Company and all stakeholders. This is in accordance with the nomination policy which considers board diversity and necessary skills.
  9. All of the Directors stay in Thailand.
  10. Chairman of the Board is independent and is not in the executive position in the Company, and is not the same person as Executive Chairman and Managing Directors as to clearly distinct the role of policy making and corporate governance.
  11. No fraud or breach of ethics.
  12. The resignation is not against on good governance.
  13. No the infamous matters because of the failure of the Company Directors’ performance.
  14. No record of violating the Stock Exchange of Thailand and the Securities and Exchange Commission’s regulations.
  15. The shareholders’ meeting shall agree and approve the appointment of the Board of Directors.
  16. The Board of Directors has appointed 5 set of the Sub-committees, namely, the Audit Committee, the Executive Committee, the Nomination and Remuneration Committee, the Risk Management Committee, and the Corporate Governance Committee of which scope and power of operation are clearly specified. In addition, the Board specifies the operation and power of the Board of Directors, the Executive Committee, and Executives in the handbook of “power of operation” of the Company which is adjusted for appropriation in every year.
  17. The Board of Directors appoint and determine the responsibilities of the Audit Committee, all independent directors, and disclosure the profile and qualifications of the member of Audit Committee in the annual report.
  18. Disclosure the information of the Directors on the annual report (Form 56-2).
  19. To comply with the good governance, the Board of Directors determine the policy of the amount of the Directors to be in charge of the Director as follows:
    • A number of directors holding a position of director in listed companies not more than 5 companies.
    • Chief Executive Officer shall not hold any position of managing director in any other listed company. If there is, an approval from the Board of Directors must be obtained.
    • The chairman of the Board of Directors and Chief Executive Officer must not be the same person so as to separate the role and to balance operating power

Roles and Responsibilities:

  1. To perform lawful operation, objective, regulation, and the resolution of the shareholders’ meeting with integrity, responsibility, carefulness, and keeping the benefit of the Company based on the good Corporate Governance principles.
  2. To revise and consider providing approval on important matters such as policy, business operation strategy, business plan, budget for large investment, management power and other legal transactions, including supervising and taking care of the management to ensure its compliance to the assigned policy with efficiency and effectiveness every year.
  3. To establish creditable accounting system, financial report and auditing, as well as to ensure the efficiency and effectiveness of the internal control system, internal auditing system, and the risk management system.
  4. To provide the annual Board of Directors report and be responsible for the preparation and the disclosure of the financial statement which indicate the financial status and operating results in the past year in order to propose to the shareholders’ of the Company.
  5. The Board of Directors may assign a Director or Directors or any other persons to perform any of operation on behalf of the Board of Directors. The authorization shall not include the authorization or the authorization in the period when the Director or the person who receives the authorization from the Director can approve the transaction of the Director or the person whose conflicts of interest or benefit is against the Company or the Company’s subsidiaries, except for the approval of normal business operation transaction and in accordance with the general trading condition, and the stipulated method concerning the connected transaction and the acquisition or disposal of important assets of the listed companies following the regulations of the Stock Exchange of Thailand or the announcement of the Securities and Exchange Commission.
  6. The Company’s Board of Directors have participated in the Management in mapping out the Vision, Mission, Strategy, Goal, Business Plan and Budget of the Company by holding independent expressions on the opinions in which the Chief Executive Officer will be the person to give the explanations and the operational results to the Managing Director for the all level’s understanding on yearly basis.
  7. The Board of Director resolved to appoint the Risk Management Committee to check and take care of risk management. The Committee has to set a policy on risk management. The Risk Management Working Group, comprising of high-level executives in each business line, has been formed.
  8. The Board of Directors assigns the preparation of the handbook of “power of operation” in written form with stipulation of responsibility and roles distinction, operation power of the performers and Executives on matters, assets s upervision, approval of transactions, documentation of accounting and financial information, roles distinction of performers, controller, and separation of the evaluation in order to create checking and balancing, and mutual examination with appropriateness.
  9. The Board of Director appointed Harng Central Department Store Ltd. to be an internal auditor of the Company. It is independent from the executives and responsible for audit and evaluates performance of each department under specified internal control system. The internal audit will report its performance to the Audit Committee directly.
  10. The Board of Directors assigns the disclosure of the connected transaction in the annual registration statement (Form 56-1) and the Annual Report (Form 56-2).
  11. The Board of Directors arranges the Compliance Unit under the Company Secretary’s Office to comply with laws and regulations.
  12. The Board of Directors reviews the power and responsibilities of the Directors and its subsidiaries’ Directors at least once a year.
  13. The Board of Directors consider and approve the policies and measures on anti-corruption, as well as support all executives and employees to realize the importance of anti- corruption and cultivate the awareness as part of the corporate culture. Also support the measures and procedures to ensure that all policies and measures established by the Company are followed and conduct the review of the policies and measures at least once a year.
  14. The Board of Directors define adequate scopes to which the policies and measures on anti-corruption, support and supervise all relevant functions and processes on the policies and measures set by the Company.
  15. The Board of Directors review reports on the implementation of policies and measures on anti-corruption. In the case which the Audit Committee reports an act or behavior of corruption that impacts the Company, the Board of Directors are tasked to provide advices and suggestions, consider the course of disciplinary action, and consult with the Chief Executive Offer on the remediation steps.
  16. The Board of Directors consider urgent issues related to corruption and provide supervision in a timely manner.

Authorization of Board of Directors

The Company reserves the right of important matters as the authority of the Board of Directors to preserve the best interests of the Company and shareholders in the Company’s operating manual such as

  1. Business Plan and Annual Budget
  2. Financial policy
  3. Investment in new business and disposition the investment
  4. Matters to be proposed to the shareholders

The role of Chairman of the Board

The Chairman of the Board of Directors has a duty and responsible as a directors of the company. Details are as follows;

  1. Chairman of the Board The meeting was called and chaired the meeting of the Board of Directors and the shareholders’ meeting.
  2. Control of the meeting in accordance with the Company’s regulations as well as support and gives opportunities for directors, shareholders and proxies to express their suggestion
  3. Encourage the Board of Directors to perform their duties in accordance with the scope of authority and accordance to Corporate Governance principle
  4. Follow up the work of the Board and sub-committees to achieve the objectives set.
  5. To cast the vote in the event that the meeting of the Board of Directors has equal votes and votes.

The Board of Directors’ Meeting:

  1. In the year 2017, the Board of Directors held 8 meetings of the Board of Directors to ensure that the Board was able to effectively monitor the Company’s operations. The agendas are clearly specified in advance. Secretary of the Board of Directors shall send the invitation letters indicating date, time, venue, meeting agendas, and meeting document with information which is sufficient for the decision making and independent consideration of the Board of Directors in advance at least 7 days.

    Detail of the meeting of the Board of Directors and the sub-committees are as follows.

    Name Board of Directors Audit Committee Executive Committee Risk Management Committee Nomination and Remuneration Committee Corporate Governance Committee
    Mr.Sahas Treetipbut 8/8 10/10 - - 2/2 -
    Ms. Angkarat Priebjrivat 8/8 10/10 - 5/5 - -
    Ms.Chuleeporn Piemsomboon 8/8 10/10 - - - 2/2
    Mr. Worawoot Ounjai 8/8 - 6/6 5/5 - -
    Mr.Piya Nguiakaramahawongse 7/8 - - - - -
    Mr.Pandit Mongkolkul 8/8 - 6/6 5/5 - 2/2
    Ms.Supatra Chirathivat 7/8 - - 5/5 - -
    Ms.Jariya Chirathivat 8/8 - - - 2/2 2/2
    Mr.Nath Vongpanich 8/8 - 6/6 - 2/2 -
  2. The Independent Directors arrange the meeting without the management so an opinion can be rendered independently. In addition this can improve the management of the Executives.
  3. There is a meetings between non-executive directors regularly in December.
  4. Review the vision, mission and strategy annually.
  5. The Board of Directors has monitored the implementation of the strategy by assigning the executives to report their performance on a quarterly basis.
  6. The Board of Directors and sub-committees determine the meeting’s calendar for the year in advance.
  7. An attendance ratio of director’s meeting is over 97 % of this year meetings. While each director attended the meeting of the Board of Directors 88% of this year meeting. This is in accordance with the Company’s policy that directors have a duty to attend a meeting every time unless there is a necessary reason. In addition, the Company will send the minutes of the meeting report and meeting document for the Company’s Directors to use as references and can be references for inspection.
  8. The Board of Directors receives the meeting’s invitation letter and supporting document before the day of the meeting.
  9. The Board of Directors determines the policy of the minimum member of Directors in the meeting that the Directors must be accounting for at least two-thirds of the Board of Directors.
  10. Secretary of the Board of Directors shall record important information at the meeting and prepare meeting report which contains complete information within 15 days starting from the day when the meeting is completed. The report will be submitted to Chairman of the Board for signature and will be kept as confidential, easy to search, and can be a reference for inspection.
  11. In terms of the consideration of matters, Chairman of the Board of the Company, whose role is Chairman of the meeting, shall open an opportunity for Directors to independently express their opinion. In each agenda, senior executives who are related to the agenda shall attend the meeting to provide information which is beneficial to the meeting, including directly receiving the policy from the Board in order to efficiently operate.
  12. The Directors who have conflicts of interest with any agenda shall leave the meeting and have no right to vote the agenda.

Self-evaluation

The Company conducts self-assessment for the Board of Directors and the subcommittee and deliver the form of the Board of Directors Assessment to all directors by the Company Secretary, the collector and presenter of the assessment result to the Nomination and Remuneration Committee. The assessment covers 6 categories: as follows:

  1. Availability of Directors
  2. Strategic & business planning
  3. RRisk Management & Internal control
  4. Avoid conflict of interest
  5. Follow up Financial Statement and
  6. Board of Director Meeting

The evaluation of the performance of the overall company in 2017 had an average score of 98%

With regard to the performance assessment of the Chief Executive Officer, the Company has revised the assessment form to be complied with the corporate governance guideline of the SET. The assessment separated into 2 categories as follows:

  1. Assessment of operation which covers 10 operating categories:
    1. Leadership
    2. Defining strategy
    3. Complying with strategy
    4. Financial plans and results
    5. Relationship with Board of Directors
    6. External relationship
    7. Management and interpersonal skill
    8. Succession planning
    9. Knowledge on product and service
    10. Personal characteristic
  2. Development of Chief Executive Officer
    In 2017, the Chief Executive Officer assessment was considered by the Nomination and Remuneration Committee and shall be reported to the Board of Directors for further acknowledgement.

    The Company has started to evaluate the performance of its sub committees in year 2017 by classify the assessment in three parts.

    • Board composition
    • Duties of the Board
    • Board Performance Overview

    The overall performance of the Subcommittees in 2017 was an average score of more than 96%.

Development of Directors and Executives

The Company continuously encourages the Board of Directors and Executives of the Company to attend courses which are benefit to the operation and self-improvement and improvement of the Company such as training courses of the Thai Institute of Directors and the Stock Exchange of Thailand, etc.

Upon changing Directors, the Company holds an orientation for new Directors with the preparation of Directors’ handbook concerning good practices of the listed companies’ Directors and other information concerning the Company’s business operation to the new Directors of the Company to receive the information which is beneficial to the Directors’ operation. It also held the Director Accreditation Program (DAP) for new directors. After attending this program, new directors could know their roles and duties as the directors in a listed company.

Training of Directors in 2017

The Company has provided useful courses for directors and executives to develop themselves. In the year 2017, Ms. Chuleeporn Piemsomboon, an independent director, has been trained by the Thai Institute of Directors Association (IOD) for 2 courses which are Advanced Audit Committee and Board Matters and Trends.