Report of the Corporate Governance and Ethics Committee
The Board of Directors strongly believes in conducting business according to business ethics and good corporate governance principles and alongside with corporate social responsibility (CSR) to be embedded as part of the organization culture. This is carried by integrating with the Company’s vision, mission, strategy, and goal to support efficient and transparent management in order to gain confidence from shareholders, investors and all stakeholders resulting in value-added and sustainable growth of the Company.
In 2021, the Corporate Governance and Ethics Committee (“the Committee”) still adhered to and seriously developed its policy on corporate governance on a continuing basis; thus several awards received from various organizations could be summarized as follows:
- For evaluation of corporate governance reports of Thai listed companies by the Thai Institute of Directors (IOD), the Company was rated “Very Good” in 2006, 2008, 2009, and 2010, (in 2007, there was no survey on corporate governance of listed companies) and “Excellent (5 Stars)” for eleven consecutive years, since 2011 to 2021.
- For the evaluation of AGM checklist quality by the Thai Investors Association, the Company was rated “Very Good” in 2008, 2010, 2011, 2013, 2015 and 2017 and “Very Good: Should be a Role Model,” in 2009, 2012, 2014, 2016 2018 ,2019, 2020 and 2021 (scoring 100 points).
- The Committee has conducted the self-performance assessment for the year 2021 which comprises of 5 categories: Structure and Composition of the Committee, Roles and Responsibilities, Meeting, Duties Performance of the Committee’s Members, and Self Development of the Committee’s Members. The assessment criteria divided into 5 levels; 4 = excellent, 3 = good, 2 = fair, 1 = unsatisfactory, 0 = need improvement. The overall average result of the self-assessment of the Committee was equal to 3.58 points (Full score is 4 points).
- The Company have considered and reviewed the Company's Good Corporate Governance Policy set out in the Corporate Governance and Business Ethics Manual (“Company Corporate Governance Policy : CG Policy”), 7th Revision 2019, which was effective from December 1st, 2019 and assessing compliance with the guidelines for Corporate Governance Code (the “CG Code”) for Listed Companies 2017 by The Securities and Exchange Commission (the “SEC”), for the year 2021 in each comparison with the corporate governance policies and operations of the Company. It is appropriate to continue to use the Company's Good Corporate Governance and Business Ethics Manual (CG Policy & Business Ethics) 7th Revision 2019 without making any further amendments. Due to the view that the Company has policies, measures and operating processes of the Company In essence, it is consistent with the CG Code principle. For the CG Code principle in the matter that the company has not yet been able to be formulated as a policy or has not yet been implemented and has already set up replacement measures in such matters.
- The Committee reviewed the current Corporate Governance and Ethics Committee Charter, which was of the opinion this charter is appropriate to the business of the group of companies, beneficial to the governance of the Companies group and promote the operation of the Company to be effective and drive the Company sustainable growth. In addition, this Charter of the CG Committee is consistent with the 2012 Good Corporate Governance Principles for Listed Companies of the Stock Exchange of Thailand and the 2017 Good Corporate Governance Principles For listed companies (CG Code) of the Securities and Exchange Commission. Therefore, the Company should be used the Charter of the Corporate Governance Committee, dated November 13, 2020, should be continued.
- To enable the Company's corporate governance operations on the issue of balance of power between the Board of Directors and the management to be more clear and in accordance with the CG Code principles, therefore, proposed approval through the Board of Directors, which has been assigned Chairman of the Audit Committee of the Company which is an independent director together with the Chairman of the Board in setting the agenda for the Board of Directors' meeting, in the event that the Chairman of the Audit Committee of the Company has a mission, the Chairman of the Audit Committee of the Company able to assign other independent directors to perform duties on their behalf from time to time.
The Company will still adhere to the policies on good corporate governance and ethics that the Company has formulated and support its improvement and development as well as continued and suitable disclosure of the results of corporate governance performance, reflecting the efficient, transparent, and ethical management and also promote the Company's corporate governance principles to be up-to-date and consistent with the changes that will raise the standards and practices of corporate governance of the Company.
Miss Boosaba Daorueng
Chairman of the Corporate Governance and Ethics Committee
February 18, 2022