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Good Corporate Governance Policy |
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The Board of
Directors of the Company is subject to the awareness on
the importance of good corporate governance, have thus
adopted Good Corporate Governance of the Stock Exchange
of Thailand (SET) as practical guidelines and tried to
continuously improve those perfect practices to achieve
good standards, efficiency and transparency in our
business operation and enhance confidence to all
shareholders, investors and other related parties based
on important contents as follows:
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1. Rights and equitable treatment of the Shareholders |
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The company
have well realized to safeguard rights and benefits of
the shareholders by effectively operating our business
to build permanent growth and provide suitable
remuneration to the shareholders including to encourage
the shareholders to exercise their rights in the
Shareholders’ Meeting and shall not infringe nor
prejudice the shareholders’ rights whatsoever. |
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All
shareholders shall be invited to join in Annual Ordinary
Meeting or Extraordinary Meeting (if any) as the company
shall serve invitation letter and related agendas for
consideration prior to all Meetings. Besides, prior to
the Meeting, the Company does publish the invitation in
the local media to ensure the disclosure of the Meeting
schedule and shareholders could contact the Company
anytime through the Investor Relations Department and
the Company website. The shareholders, as the investors
are entitled to vote according to the number of shares
holding and each of them shall exercise all votes to
conclude the resolution and maintain their benefits and
comment toward important decisions, such as, profit
allocation and dividend payment, appointment of auditor,
prescription of compensation and election the Board of
Directors, amendment of Articles of Association and
increasing of capital, etc. All shareholders are
entitled to receive correct, open, sufficient and update
information. The shareholder can appoint any person as
its proxy to join in the meeting as deemed appropriate
or may appoint Chairman of Audit Committee who is an
independent director according to the instruction of the
Securities and Exchange Commission (SEC). In such
meeting, the company shall provide the shareholders an
equal opportunity to inquire company-related business as
deemed reasonable.
Board of Directors and
related senior Managements join in each Shareholders’
Meeting to jointly clarify related details of the
agendas and answer all inquiries of the shareholders. In
case of it is necessary and unable to join in the
meeting, notice must be given to the Chairman of the
Board or Office of the Secretary of the company in
advance.
The company have correctly, adequately and clearly
recorded Minutes of Meeting for material content and
after submitting to SET and SEC sent to the shareholder
after 14 days of the Meeting and further publicized such
minutes on company’s website.
The company have prescribed
written guidelines to maintain and safeguard internal
information related to the good corporate governance for
fairness to the shareholders and to prevent the
directors, employees and related persons, such as,
spouse, under legal age child from using internal
information which is an important content on changing of
share price and still undisclosed to the public to sell
and purchase share. In this regard, pursuant to the
Securities and Exchange Act, B.E. 2535, the directors
and Managements must report the possession of company’s
securities upon first admission and further report all
securities transaction to SEC within 3 working days and
the company shall compile such report as agendas to
regularly inform the Board of Directors’ Meeting.
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2. Roles of the Stakeholders |
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The company
have realized to the rights of all groups of
stakeholders, i.e. shareholder, employee, customer,
debtor, supplier and competitor, environment and society
and government agencies to receive appropriate care of
rights and free from any infringement according to
related laws or agreements by prescribing rules on
treatment of stakeholders in each group to the Corporate
Governance Policy.
Besides disclosure of important information to the
shareholder correctly, adequately, equally and in time,
the company also provides equitable and appropriate
compensation to the employee and provide them to know
policy and their entitled welfare such as a provident
fund. The company responses to all customer concern and
related society sincerely. In social respect, the
company has policy to promote participation with other
social organizations, communities and neighboring
establishments.
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3. Disclosure of Information and Transparency |
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3.1 The
company have disclosed financial information and other
information related to business and operating result in
correct, sufficient, regular, update and credible manner
via the Stock Exchange in the Annual Information Form
(Form 56-1) and Annual Report (56-2) and on
www.hemaraj.com and invest@hemaraj.com both in update
Thai and English version to enable the investor to
clearly know and/or study about the company. In
addition, the senior management also held seminar
between senior management and investment facilitator,
analyst and economic reporter both domestic and abroad
regularly and invite all interesting parties from
several important sectors to visit industrial estate of
the company.
In addition, the company also established “Investor
Relations Department” to directly publicize information
beneficial to the investors, shareholders, related
parties, general publics, financial institute and
securities analysts.
3.2 Important information of the company is consisted of
financial and non-financial information, particularly,
the financial statements of the company has been
reviewed/audited from the auditor that it is correct in
according to the general certified accounting principles
and duly approved from the Audit Committee/Board of
Directors before disclosing to the shareholders. The
Board of Directors have disclosed their responsibilities
toward such financial report in the annual report. For
the disclosure of non-financial information, the company
have disclosed interrelated items, discussion of
management and risk management including good corporate
governance report in annual report and Form 56-1.
3.3 The company has disclosed details of roles and
responsibilities of Board of
Director, sub-committee, frequency of the Meeting and
frequency of participation of each director, comment of
the Board on business operation and also disclosed
compensation payment policy for directors and senior
managements in the annual disclosure form (form 56-1)
and annual report of the company.
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4. Responsibilities of the Board of Directors |
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4.1
Structure of the Board of Directors
4.1.1 The Board of Directors can be divided into 2
groups as follows:
- Directors who are not independent.
- Directors who are independent.
4.1.2 At least 1/3, but not less than 3 members, of the
Board of Directors must be independent directors.
4.1.3 The Board of Directors shall assume their
positions for 3 years where by 1/3 directors shall be
resigned in every Annual Ordinary Meetings. In case it
is undividable, the resigned director must be as close
to 1/3 and such resigned director may be re-elect to
assume the same position.
4.1.4 The Company have
prescribed qualification of independent director who
have well knowledge in Finance, Economic, Accounting,
public administration and other field of businesses
suitable as standard factors to safeguard benefit of the
shareholders and others. Additionally, to have
qualification according to such prescribed in regulation
of SET and SEC for shares holding, uninvolved in
management, no any benefits etc as mentioned the
qualifications in the Board of Directors section.
4.1.5 The Company has policy to allow the director to
assume as director in other companies as deemed
appropriate. In case of being the director in the same
business, information about position of each director
must be disclosed to the shareholders.
4.1.6 The Company do not allow Chief Executive Officer
or senior management to assume the same position in
other companies at too high degree until resulting
inefficient performance. In case of being the chief
executive officer or senior management in other
companies in the same business, information about
position of each director must be disclosed to the
shareholders.
4.1.7 The Company has
clearly separated Chairman of the Board, the Chief
Executive Officer and their duties.
4.1.8 The Company has appointed a Company Secretary to
provide advices on legal aspect, rules and regulations
of SEC, SET and other laws which should be known and
coordinate to comply with resolution of the Board and
take care of activities of the Board.
4.2 Roles and
Responsibilities of the Board of Directors and
Subcommittees
The roles and responsibilities of the Board of Directors
are as prescribed by the relevant laws, rules and
regulations while the roles and responsibilities of the
committees are also clearly defined. This allows the
Board and the committees to review and provide
appropriate advice within the scope of its roles and
responsibilities.
The Company’s directors must be knowledgeable, capable
and experienced. They must also have an interest in the
business of the company in which they are directors, as
well as having honesty and integrity in conducting such
businesses.
The Directors must perform their duties with honesty and
care according to the relevant laws, The SET’s and SEC’s
roles and regulation as well as with good corporate
governance principles. They must also protect the rights
of the Company, in addition to being accountable to the
Company’s shareholders.
4.3 Corporate Governance Policy
The Board of Directors have launched the Good Corporate
Governance Policy, complied with and regularly reviewed
such policy once a year.
4.4 Code of Business Conduct
The Company has established Code of Business Conduct as
manual for Board of Directors, executive officer and
employee to understand and comply with such code
thoroughly.
4.5 Conflict of Interest
The Company’s Board of Directors and Management have
been acknowledged and realized the importance of legal
and ethical conflict of interest and related
transactions guidelines. The company has disclosed, in
accordance with the regulations of Stock Exchange of
Thailand, such information, detail and reason/necessity,
if any in the company’s Annual Report and the 56-1 Form.
The Company further uses the Audit Committee, internal
auditors, external auditors, and external lawyers to
review compliance.
4.6 Internal controlling system and internal audit
The Audit Committee is aware of the importance of
internal control system, the Company establishes the
Company’s internal control system to be applied
adequately and appropriately for operations in order to
protect any potential damanges to the Company. The audit
committee is responsible to review that the Company has
appropriate and efficient internal contral and internal
audit systems. Through its basic quarterly discussions
with the outsourced professional internal Auditor, the
experienced External Auditor, and appropriate Management
representatives, the Audit Committee, whose members are
also well acquainted with accounting and financial
issues, is confident that the Company, together with its
subsidiaries, are equipped with a dependable system of
internal control, of which the outsourced internal audit
function constitutes an important integral part. Such
satisfactory findings have been reported for Board
acknowledgement subsequent to each quarterly meeting of
the Audit Committee.
4.7 Risk Management
The Company gives very high priority to the risk
management by assign the Company always evaluates
business risk and analyze the impacts on those risks and
implement the measures to counter those risks an
regularly report to the management.
4.8 Usage of internal information
The company have measures to respond SET’s policy to
prevent unauthorized use of internal material
information of the company by its personnel (or related
party) or leakage to specific individual or group of the
outsiders before generally publicized by the company. In
this regard, the Company has announced to all personnel
especially at Management level about ethics, reputation
and image of the company including rules and methods of
SET and SEC regarding such matter and duties to disclose
and report about share holding or changing thereof.
4.9 The Board of Directors’ Meeting
The Board shall prescribe Meeting date in advance which
shall be held at least 4 times a year to certify
quarterly financial statement of the company. In this
regard, the Audit Committee shall review correctness and
completeness of information disclosed in financial
statements and further report to the Board of Directors
on quarterly basis.
In addition to those above mentioned Meetings, the
company also hold the Meeting to consider about business
operation as deemed necessary. In each meeting, the
Chairman of the Board and Chief Executive Officer shall
jointly consider several matters to be included in the
agendas. For other matters, each director can propose
the matter as he deemed important and necessary to the
meeting.
The company shall serve invitation letter, agendas and
supporting details to the Board for consideration in
advance before each meeting. For matter of nondisclosure
agendas shall be discussed in the Meeting. The Chairman
of Board of Directors shall allocate times for the
Management to propose its concerned matter and the
directors shall sufficiently, carefully and thoroughly
debate all problems.
The Board shall invite senior executives to join in the
Meeting to provide information, details and additional
information related to those problems to enable the
Meeting to know all information.
The company allows non-management independent directors
to hold the meeting to jointly discuss all possible
issues without participation of the Management.
During the period from January to December 2007, the
Company held 8 Board of Directors’ Meetings of both
regular and emergency natures which most Board of
Directors attended the Meetings except on urgent
business or on the oversea business trips.
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Name of Director |
Board of Directors |
Audit Committee |
Nomination Committee |
Good Corporate Governance Committee |
Mr.
Sawasdi Horrungruang
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8/8 |
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1/1 |
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| Mr.
Thongchai Srisomburananonta |
8/8 |
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1/1 |
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| Mr.
David Richard Nardone |
8/8 |
- |
- |
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| Mr.
Sudhipan Charumani |
8/8 |
5/5 |
1/1 |
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| Mr.
Peter John Edmondson |
4/8 |
4/5 |
- |
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| Mrs.
Punnee Worawuthichongsathit |
8/8 |
5/5 |
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3/3 |
| Mr.
Vivat Jiratikarnsakul |
8/8 |
- |
- |
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| Ms.
Pattama Horrungruang |
8/8 |
- |
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3/3 |
| Mr.
Somphong Wanaph |
7/8 |
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3/3 |
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4.10
Self-assessment of Board of Directors
The Board of Directors shall regularly conduct
self-assessment according to the form of the company to
jointly consider their performances and problems to find
out appropriate improvement.
4.11 Remuneration of
Directors and Management
Remuneration of the Board of Directors including
subcommittees have been considered by the Board of
Directors and then proposed for an approval in the
Annual General Shareholder’s Meeting. Such compensation
proposals are based on market trend including data from
SET, individual responsibility level and Board
performance, as well as the Company’s actual performance
and prevailing financial strength. For the top
executives level and CEO, compensations are determined
by the Executive Committee, taking into account such
factors as the basic in-house rates, the prevailing
employment environments, work performance or
contribution to the Company, the degree of dedication
shown and the Company’s own specific needs. These
consideration factors are deemed to provide a suitable
package for the recruitment and retention of quality
personnel for the Company’s benefits.
4.12 Board of Directors and
Managements Development
4.12.1 The Board of Directors has policy to promote
training and education to the directors, audit
committee, management, and secretary of the company
about corporate governance, business ethics and
compliance with quality management system standard ISO
9001:2000 to continuously improve their performances.
The company shall, especially, promote the directors and
secretary to attend several training courses of
Institute of Directors.
4.12.2 The company will provide director manual that
included all important information about nature and
business operation of the company for new director to
study and as guidelines for proper implementation.
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