Corporate Governance Policy
The Board of Directors intends to operate the business under good corporate governance principles promoted by The Securities and Exchange Commission, Thailand (“SEC”) and the Stock Exchange of Thailand (“SET”). It is also following the recommendations of the Thai Institute of Directors (IOD), according to the Corporate Governance Assessment Report, which promotes the efficient performance of registered companies, fairness, and confidence to all relevant stakeholders and lay solid foundation for sustainable growth.
The Company sets forth corporate governance policy as follows.
Corporate Governance Policy
The Board of Directors strongly believes in business operations with ethical practice, good corporate governance and corporate social responsibilitiy, which are firmly embedded in the organization culture. It is integrated with the organization vision, mission, strategy and goal to boost confidence to all stakeholders and to bring the Company to business development along with participation in supporting the education, ethletics, society and environment.
The Board of Directors initiated the compilation of the first Handbook on corporate governance policy, business ethics and code of conduct (portable version) issued in 2005 for all directors, executives, and employees to acknowledge and comply. It has been set to be revised, added or amended every 2 years or as deemed appropriate to ensure updatedness and alignment with the changing environment, as well as relevance to any additional guidelines issued by the SEC, the SET or related regulatory bodies, which will enhance the Company’s corporate governance up to international standards.
The Board of Director Meeting No. 1/2019 which held on 28 February 2019, with the agreement of the Corporate Governance and Business Ethics Committee No. 1/2019, have considered and reviewed the Company’s Corporate Governance Policy (the “CG Policy”) according to the guidelines for the Corporate Governance and Business Ethics Manual, and evaluation of the performance of corporate governance based on the Corporate Governance Principles for Registered Companies 2017 (the “CG Code”) by The Securities and Exchange Commission (the “SEC”) and agreed that the Company predominantly implemented the CG policy complies with these guidelines. However, some principals are not practicable due to the inconsistency with the Company’s context and ongoing operations. However, the Corporate Governance Committee and the Board of Directors shall consider and review the policy and practice of good corporate governance to be appropriate and consistent with the CG Code every year ensuring the latest developments of good corporate governance are assessed and where necessary encompassed
Furthermore, the Board of Director Meeting No. 4/2019 on 12 November 2019, with the agreement of the Corporate Governance and Business Ethics Committee No. 2/2019, had approval on the Corporate Governance and Business Ethics Manual, 7th Revision 2019, which was effective from 1 December 2019, and announced, published, and distributed to the directors, executives and all employees to acknowledge, understand, and apply as the work practice with responsibility, transparency, honesty, and ethics of oneself, the organization, shareholders, and other stakeholders.
The corporate governance policy of the Company as stipulated in the Corporate Governance and Business Ethics Manual can be concluded as follows:
- The Board of Directors, executives and employees adhere to performing in compliance with the laws and applying corporate governance principles to business operations by integrating with the vision, mission, strategy and Long term goal of the organization, as well as enhancing the organization to have an efficient administration system, which will help boost confidence of shareholders, investors and all stakeholders.
- The Board of Directors respects the rights of shareholders, treats all shareholders equally and provides convenience to shareholders in the exercise of rights in various matters.
- The Board of Directors promotes the process of enhancing good relationship and cooperation between the Company and all stakeholders and sets an appropriate communication channel for the purpose.
- The Board of Directors sets policy and code of ethics of the Company to be guidelines for all stakeholders such as shareholders, customers and consumers, competitors, trade partners, creditors, employees, the community, the environment and the society.
- The Board of Directors takes the role of determining vision and mission and approving guidelines for setting of business strategies, policies, plans and budgets, as well as monitoring and supervising the management to take actions according to the policies established in an efficient and effective way, in order to maximize business value and shareholder wealth.
- The Board of Directors institutes the organization structure with clear delegation of duties and responsibilities of the Board of Directors, Sub-Committees, Group Chief Executive Officer and Chief Executive Officers in each business lines and puts in place appropriate and sufficient internal control and audit system, risk management system, prevention of conflicts of interest and use of insider information.
- The Board of Directors monitors and ensures that the preparation of financial statements and information of the Company is in accordance with the generally accepted accounting standards, disclosure of information is sufficient and reliable and the Company has capable and independent auditor.
- The Board of Directors ensures that the Company communicates and discloses important financial or non-financial information relating to the Company sufficiently, accurately, completely, reliably, transparently, thoroughly and in a timely manner, through various channels and the Investor Relations Department, which can be accessed conveniently and equitably.
- The Board of Directors may appoint Board committees as deemed appropriate to help screen important matters and report operating results to the Board of Directors’ meeting regularly, as well as report operating results to the shareholders in the annual report of the Company.
- The Board of Directors arranges to have annual self-assessment of the Board of Directors and Sub-committees such as the Audit Committee, the Corporate Governance and Ethics Committee, the Risk Management Committee for use as a framework in evaluation of their performance in the previous year, so that rectification and improvement can be made to increase efficiency and the self-assessment results will be reported to the Board meeting for acknowledgement
- The Board of Directors puts in place an appropriate, transparent and fair recruitment system for all crucial management positions.
- The Board of Directors has an important role of arranging for the written Corporate Governance and Business Ethics Manual so that all directors, executives and employees acknowledge, understand and abide by the practice of corporate governance and business ethics in a strict manner and establishing a compliance monitoring measure thereon.
To ensure the implementation of business ethics and code of conduct, the Company has stipulated that the directors, the management and all employees acknowledge, understand and strictly comply with policies and procedures set forth in the Corporate Governance and Business Ethics Manual, executives at all levels in the organization have to be responsible for and treat this matter with great importance so that their subordinates will follow suit in a rigorous manner.
In addition, the Board of Directors has a policy to encourage the dissemination of corporate governance culture in various forms for awareness at all levels and for translation into practice by preparing and disseminating the Corporate Governance and Business Ethics Manual through several channels such as E-mail, the GRAMMY Group’s Intranet, the Company’s website and training the basic of corporate governance to new employees. Directors, executives and employees will accordingly be aware of and abide by the principles of corporate governance and business ethics in performing their duties with accountability, transparency, integrity, prudence and ethics towards oneself, the organization, the shareholders and other stakeholders. Activities are to be held to enhance knowledge, understanding and conscience in performing duties responsibly, cautiously and honestly under the corporate governance principles and business ethics of the Company.
As the Company has all along adhered to the policy on corporate governance and business ethics in its business operations and has developed its corporate governance practice to be more efficient and suit the Company, the Company has been rated by various agencies as follows:
Corporate Governance Report of Listed Companies 2019
Thai Institute of Directors (IOD) disclosed the result of the Corporate Governance Report Evaluation of Thai Listed Companies, it was revealed that GMM Grammy Public Company Limited was announced to be 1 of 193 listed companies that was rated in the top level of “Excellence : 5 Stars” (Score range 90-100 points) while the average score of all 677 listed companies was 82 points. The Company has been rated as “Excellent” for ninth consecutive years since 2011.
Quality of Annual General Meeting of Shareholders 2019
According to the evaluation of the quality of annual general meetings of shareholders (AGM checklist) of listed companies carried out by the Thai Investors Association, the The Company was rated in “Very Good: Should be a Role Model,” with 100 points, while the average score of all listed companies under the survey was 93.70 points.
The Assessment of Anti-corruption Process Indicator 2019
According to the assessment of Anti-corruption Process Indicator for Thai listed companies conducted by SEC and Thai Pat Institute, in 2015 the Company was rated at level 3 (Established), indicating the policy to oppose government officials bribary and those related to corruption as well as the policy to communicate and educate employees regarding anti-corruption policy and practices.
In 2019, SEC and Thai Pat Institute announced only the companies that joined Thailand's Collective Action Coalition Against Corruption (Thai CAC) held by IOD. There are 2 groups of companies comprising the signed a declaration on CAC and the verified by CAC.
The Company has followed good corporate governance principles to ensure that the Company have policies to stipulate responsibility, regulations and provision for appropriate action. The Company has intention and commitment to oppose and prevent corruption while running normal business. Although, the company has not signed a declaration on CAC yet, but the Company practices anti-corruption for explicitly guideline to run businesses and sustainably develop to good corporate governance.
Corporate Governance of company is divided into 5 categories:
- Rights of Shareholders
- Equitable Treatment of Shareholders
- Roles of Stakeholders
- Disclosure and Transparency
- Responsibilities of the Board of Directors