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Untitled Document
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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 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. 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.
It is the duties and responsibilities of Board of Directors and related senior Managements to join in each Shareholders樽eeting 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.
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2. Equitable treatment of shareholders |
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The company have emphasized and overseen to maintain equitable treatment of shareholders.
To ensure a clear and transparent process while enabling the Company to tangibly observe corporate governance, allowing minor shareholders to propose in advance the agenda items for the AGM and nominate directors, criteria were established for proposals made by minor shareholders to identify items that are truly beneficial to the Company and choose qualified individuals as directors who efficiently perform their roles for the best interest of the Company and stakeholders and also through the Company痴 web site.
All shareholders shall be invited to join in all Ordinary or Extraordinary Meetings. The company shall serve the shareholders invitation letter and related agendas for consideration in advance especially before the Ordinary Shareholders� Meeting which shall be held once a year within April. The company shall not add any important agenda without advance notice to the shareholders to enable the shareholders to study supporting information before making any decision.
Any shareholder unable to personally join in the meeting, the company shall deliver Power of Attorney according to the form prescribed by Ministry of Commerce to such shareholder along with invitation letter to enable such shareholder to assign its proxy to join in the meeting on its behalf. In this regard, the company shall propose name and information of at least one independent director of the company as additional option of the shareholder.
The shareholder is entitled to vote according to the number of share holding and each of them must exercise all votes to conclude resolution and maintain benefit of the investor for transparency and traceability. For voting in important agenda, the company shall give voting cards equal to the number of agendas to the shareholders upon registration. After the question is satisfactorily answered, the shareholder shall vote on the card of such agenda, the cards shall be gathered and counted by the independent person for transparency.
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痴 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 and nominee 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痴 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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3. 3. Roles of the Stakeholders |
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The company have realized to the rights of all groups of stakeholders, i.e. from 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 as follows:-
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Shareholders |
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Disclosure
of important information both related to financial and
non-
financial to the shareholder correctly, adequately,
equally and in time via several channels, such as,
company痴 website, newspaper advertising or written
letter, etc. |
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Employees |
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Provide
equitable and appropriate compensation to the employee
and provide them to know policy and their entitled
welfare by producing employee manual to prescribe
working rules and regulations, group health insurance
manual, group life insurance, life provident fund, etc.,
emphasize on development of knowledge, ability and skill
of employee by promotion them to attend the training,
seminar both within and outside the company to enhance
their skill, expertise and ability to efficiently
perform their duties. |
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Customers |
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Concern on
the customer痴 satisfaction and strictly comply with
contract or
agreed conditions and attentively solve all problems
claimed or suggested by the customers. |
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Creditor,
Supplier and Competitor |
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Comply with
good competition rules, such as, comply with terms and
conditions of the contract, do not take any trading
advantage nor exploit benefit by giving false or untrue
information nor use dishonest method to destroy the
competitor. |
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Environment and Society |
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The company
have environmental policy to develop industrial estate
which is
the company痴 major business simultaneously with
environmental conservation according to the
environmental management standard ISO 14001. In social
respect, the company have policy to promote
participation with other social organizations,
communities and neighboring establishments in education,
safety, fire prevention and others, such as, to
establish scholarship project to the community schools,
company visitation program and establishment of security
center and fire prevention for group of companies. |
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Government agencies |
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Comply with
related laws, rules, regulations and official
stipulations including also good cooperation with
government agencies. |
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The company
emphasized to strictly comply with environmental laws
and standards by prescribing all managements and
employees to strictly observe and perform their duties
according to the rules, regulations, laws, policies,
requirements and standards related to the quality,
safety, occupational health and environment. In
addition, the company also publicized to build knowledge
and understanding on procedures and precautions for
correct practice, free from danger to the health,
property and environment . Moreover, the company also
developed, reviewed and corrected thereof, strongly and
continuously shared the responsibility to the safety,
occupational health and environment of the society,
using natural resources for optimal benefit with
awareness to the important of environment and safety of
related stakeholders including to promote social
activities to conserve environment and develop living
quality permanently. |
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Moreover,
the Company provides channel to report any misconduct
directly to the board of directors through the Company痴
website or any issue can be sent directly as follows: |
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1. Direct
submission to the Company Secretary痴 office
1.1 Telephone number 02-719-9555
1.2 Facsimile number 02-719-95646-47
1.3 E-mail : secretarycompany@hemaraj.com |
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2. Direct
E-mail the Chairman of the Audit Committee
E-mail : auditcommittee@hemaraj.com |
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4. Disclosure of Information and Transparency |
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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 的nvestor
Relation� unit to directly publicize information
beneficial to the investors, shareholders, related
parties, general publics, financial institute and
securities analysts.
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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 and
company痴 website.
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The company
have 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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5. Responsibilities of the Board of Directors |
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5.1
Structure of the Board of Directors
The Board of Directors can be divided into groups
characterized by qualification prescribe in regulation
of SET and SEC as follows:
- Directors who are Management groups.
- Directors who are independent.
- Directors who are not Managment
At least 1/3 , but not less than 3 members, of the Board
of Directors must be independent directors.
Presently, the Company has 10 directors, consisted of
the directors who are not Management 6 persons of which
4 persons are independent directors.
The Board of Directors shall assume their positions for
3 years whereby 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.
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.
The Company have 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.
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.
The Company have clearly separated Chairman of the
Board, the Chief Executive Officer and their duties.
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 oversee
activities of the Board.
5.2 Roles and Responsibilities of the Board of
Directors
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 roles and responsibilities of the Company痴 Board of
Directors are as follows:
- The Company痴 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痴 and
SEC痴 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痴 shareholders.
- The Board of Directors� prime responsibility is to
formulate corporate vision, overall policies and major
strategies with ability, integrity and care, so as to
achieve continuous and long lasting benefits for the
Shareholders. This responsibility includes effective
control and supervision of the Management to assure that
Board instructions are put into practice with efficiency
and in line with relevant rules of law and supervising
authorities� regulations, with the Company痴 own
requirements, as well as with good corporate governance
principles.
5.3 Sub-committee
The Board of Directors can set committees to assist in
the study and screening of some specific tasks on behalf
of the board. The qualifications and scope of work of
each sub-committee will be defined. The company have
therefore appointed sub-committees as follows: -
- The Executive Committee , presently consisted of 4
directors, has been assigned by the Board of Directors
to help formulate the Company痴 operation policy and
strategies, and to supervise and ensure that such
approved policy and strategies are followed through by
the Management with efficiency and safety, so that the
Company successfully attains its desired goals.
- Audit Committee, having duties and responsibilities to
the Board of Directors, as follows:-
1. To review that the Company痴 financial reports are
correct and sufficient;
2. To review that the Company has appropriate and
efficient internal control and internal audit systems;
3. To review that the Company complies with laws
relating to securities and securities markets, as well
as with SET痴 rules and regulations and any other laws
relating to the Company痴 business;
4. To consider, select and propose the appointment of
the Company痴 statutory auditor and to propose his
professional fees;
5. To consider whether the Company discloses correct and
adequate information with regards to third party
transactions or any transactions with a
conflict-of-interest tendency;
6. To include in the Company痴 annual report the Audit
Committee痴 own review result, expressing opinion on the
Company痴 internal control system, as well as on the
preparatory procedure and data disclosure of the
financial statements. This review report shall be signed
by the audit committee chairman;
7. To report the Audit Committee痴 performance to the
Company痴 Board of Directors at least on a quarterly
basis;
8. To participate in the appointment, removal, work
assessment and remuneration granting of the internal
auditor; and
9. To perform any other work that the Audit Committee
agrees to, as may be assigned by the Company痴 Board of
Directors.
- The Nomination and Remuneration Committee, consisted
of 3 directors, having duties and responsibilities as
follows: -
As Nomination role, to assist in identifying qualified
individuals to be nominated as a Director and Chief
Executive Officer based on appropriate criterion for
approval by the Company痴 Board of Directors and/or the
General Meeting of Shareholders, as the case may be.
As Remuneration role, to study, evaluate and propose the
remuneration of Board of Directors and to propose to be
approved by the Annual General Shareholders Meeting.
- The Corporate Governance Committee, consisted of 3
directors, to consider and propose practical guidelines
and advices of good corporate governance according to
the SET and SEC痴 regulations to Board of Directors.
5.4 Corporate Governance Policy: The Board
of Directors have launched the Good Corporate Governance
Policy, complied with and regularly reviewed such policy
once a year.
5.5 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.
5.6 Conflict of Interest: The Company痴
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痴 Annual Report and the 56-1 Form. The Company
further uses the Audit Committee, internal auditors,
external auditors, and external lawyers to review
compliance.
Additionally, in case of any normal businesses or
supporting normal business transactions in the future,
therefore, the Board of Directors have approved in
principle that the management could approve those above
transactions, which must be a transaction with the same
commercial terms as those an the company would agree
with any unrelated counterparty under the similar
circumstances, on the basis of commercial negotiation
and without any dependent interest resulted from the
status of the director, executive or related person
according to the Securities and Exchange Act (No.4) B.E.
2551.
5.7 Internal controlling system and internal audit,
The Company is aware of the inportance of internal
control system and establishes the Company痴 internal
control system to be applied adequately and
appropriately for operations in order to protect any
potential damages to the Company. The audit committee is
responsible to review that the Company has appropriate
and efficient internal control 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
review has been reported for Board acknowledgement
subsequent to each quarterly meeting of the Audit
Committee.
5.8 Risk Management The Board of directors
gives high priority to the risk management by assign the
Company to consistently evaluate company risk factors
and analyze the impacts on those risks and implement the
measures to counter those risks and regularly report to
the Board of directors.
5.9 Usage of internal information: The
company have measures to respond SET痴 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.
5.10 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 the accuracy
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 holds the meetings to consider business
operations as deemed necessary including in urgent
matters if 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 and allow the Board to
carefully discreet all issues included in the Meeting.
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 adequate 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 2008, the
Company held 7 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.
Chavalit Sethameteekul* |
5/7 |
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1/1 |
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| Mr.
Thongchai Srisomburananonta |
6/7 |
- |
2/2 |
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| Mr.
David Richard Nardone |
7/7 |
- |
- |
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| Mr.
Sudhipan Charumani |
7/7 |
4/4 |
2/2 |
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| Mr.
Peter John Edmondson |
4/7 |
4/4 |
- |
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| Mrs.
Punnee Worawuthichongsathit |
7/7 |
4/4 |
- |
4/4 |
| Mr.
Vivat Jiratikarnsakul |
7/7 |
- |
- |
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| Ms.
Pattama Horrungruang |
7/7 |
- |
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4/4 |
| Mr.
Somphong Wanaph |
7/7 |
- |
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4/4 |
| Mr.
Vikit Horrungruang** |
3/4 |
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Note: |
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*
Being appointed to be the Board of Directors on April
29, 2008 and being appointed to be the Chairman of the
Board of Directors, Nomination and Remuneration
Committee on June 6, 2008
** Being appointed to be the Board of Directors to
replace the resigned Director on June 6, 2008 |
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5.11
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.
5.12 Remuneration of Directors and Management
Remuneration of the Board of Directors including
subcommittees have been evaluated and considered by the
Nomination and Remuneration Committee to propose to be
considered by the Board of Directors and then proposed
for an approval in the Annual General Shareholder痴
Meeting. Such compensation proposals are based on market
trend including data from SET, individual responsibility
level and Board performance, as well as the Company痴
actual performance and prevailing financial strength.
For the top executive 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痴 own specific needs. These
consideration factors are deemed to provide a suitable
package for the recruitment and retention of quality
personnel for the Company痴 benefits.
5.13 Directors and Managements Development
The Board of Directors has policy to promote training
and education to the directors, audit committee,
management, secretary and employee 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.
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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