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 2020, 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 ten consecutive years, since 2011 to 2020.
- 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 and 2020 (scoring 100 points).
- The Committee has conducted the self-performance assessment for the year 2020 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 3.48 points (Full score is 4 points).
- The Committee have discussed and reviewed the Company’s Corporate Governance Policy (the “CG Policy”), revised version 7, 2019 and announced used on December 1, 2019 and assess the operations of the corporate governance of the company according to the guidelines for Corporate Governance Code (the “CG Code”) for Listed Companies 2017 by The Securities and Exchange Commission (the “SEC”). The Committee agreed that the current CG policy complies with these guidelines. However, some principals are not practicable due to the inconsistency with the Company’s context and ongoing operations. Due to the resolution of the Board of Directors meeting that the principle is not in line with the current business context and business of the company, However, the Corporate Governance Committee and the Board of Directors have opinion that most of the main topics remain in line with the CG Code of the SEC and in accordance with the Company's business context in the present therefore there is no need for additional amendments.
- 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. But to make it clearer and more concise and can be used to communicate to more effectively implement the corporate governance of the Company group. However, the Committee and the Board of Directors considered approval the amendment of the Charter by eliminating parts of the subject matter that are redundant and to be effective from 13 November 2020 onwards.
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 19, 2021