Corporate Governance Policy
The Company recognized the importance of good corporate governance in conducting its business. Hence, the Company follows the guideline of the Code of Best Practices for Directors of Listed Company set by the Stock Exchange of Thailand with respect to suitability and practicality to the Company. Moreover, the Company applies the Principles of Good Corporate Governance For Listed Companies (2012) in establishing internal rules deployed in developing policies that includes rights of shareholders, fair treatment of shareholders, roles of stakeholders, information disclosure and transparency, responsibilities of the Board of Directors as follows.
- Section 1: Rights of Shareholders
The Company recognized the importance of the Rights of Shareholders and shall not act in a manner that violates or diminishes any right of shareholders. The Company advocates exercising of basic Shareholder rights such as the purchase, sell or transfer of shares, the dividend policy, adequate pass-through of Company’s information, participation in shareholders’ meeting (for removal of directors), the appointment of auditors, and any matter that will impact the Company such as dividend payouts, rules and regulations setting and revision, Memorandum of Association, increase or decrease of share capital and other special approvals.
The Company shall act in its capacity to best encourage its shareholders to exercise their rights including but not limited to:
- The Company shall send out shareholders meeting invitation and other supporting documents 7 days before the scheduled meeting (or any duration in accordance with the law). The notice will detail meeting agenda and pertinent documents including comments of the Board of Directors, the proxy form (per Ministry of Commerce’s designation) and names of independent member of Board of Directors represented in order for the shareholders to delegate their representation in the Shareholder Meeting The notice shall include maps and direction to the meeting’s venue. The meeting notice shall provide the list of documents that shareholders are required to present on the meeting day in order to exercise the right as shareholder in attending and voting in the Shareholder Meeting according to the protocol of Shareholder Meeting procedures. Furthermore, shareholders may find additional information relating to rules and regulation about the Shareholder Meeting at www.mcgroupnet.com
- The Company shall act in its capacity to best accommodate the shareholders to exercise their rights and refrain from any activity that will hinder the meeting attendance of all types of shareholders.
- In the event that shareholders are not able to attend the Shareholder Meeting, the Company allows shareholders to delegate their rights to the independent member or any other persons whom the shareholder might wish to appoint as proxy to cast their votes on their behalf.
- Each Shareholder Meeting, the Chairman of the meeting will inform attendees of the rules to be observed in the meeting including the process of voting and allocation of time for the meeting.
- During the Shareholder Meeting, the Chairman will assume equal rights to each shareholder in asking questions, voice opinions or recommendations. The Board of Directors and relevant members of the Management will be present in the meeting in order to respond to any query or recommendations that shareholders may have and will consider the actions to take forward as appropriate. After the meeting, the Company will prepare a comprehensive Shareholder Meeting report within 14 days after the meeting day and will submit the Shareholder Meeting report to the relevant department and make the report available to the public by releasing the report in the company’s website for shareholders and stakeholders for revision.
- Section 2: Equitable Treatment of Shareholders
The Company will act impartially to all shareholders including shareholders who are management, non-management, foreign and minority with the following guidelines
- Conduct Shareholder Meeting as in accordance with the agenda in the notice of Shareholder Meeting and will not deviate from the agenda without notifying shareholders in advance especially on the important matter that would require significant time to assess the information prior to rendering decisions.
- Encourage shareholders to use the ballots in each and every agenda item in which the ballots will be collected in the meeting for the vote counting before the announcement of the meeting’s resolution. For transparency, the Company shall safe keep the ballots by shareholders and their proxies for audit purpose.
- Prepare meeting’s minutes that is complete and accurate and submit it to The Stock Exchange of Thailand within 14 days after the meeting date and make the minutes available to the public via the Company’s website.
- Recognize the importance of making the material and significant information about the company available to the shareholder in a complete, accurate and timely and transparent manner. This information disclosure will be conducted on an on-going basis.
- The Company’s policy and procedure (for directors and the management of the Company)
in preventing private corporate information from personal use are:
- Regularly inform directors and members of the Management team about their responsibilities to disclose/declare their ownerships of securities themselves their spouses, minor children to the Office of Securities and Exchange Commission according to Section 59 and penalty according to Section 275 of the Stock Exchange of Thailand Act BE 2535 (1992) (and its amendments). Moreover, they must report every change in their holding of those securities, i.e. by any purchase, sale, transfer, or obtaining the transfer of securities and stock futures as required by Section 246 and penalty according to Section 298 of the Stock Exchange of Thailand Act BC 2535 (1992) (and its amendments)
- Require directors and executives including their spouses and minor children to disclose/
declare ownerships of assets and report any changes in ownerships of the Company’s security to
the Office of Securities and Exchange Commission according to Section 59 and penalty according
Section 275 of the Stock Exchange of Thailand Act BE 2535 (and its amendments) and present
a copy of the report to the Company on the same day of submission to the Office of Securities
and Exchange Commission.
Information on Changes in Securities Holding of Directors and Management of the Company in 2014 1/
Director/Management Previously held Acquisition Disposal Number of Shares as of 31 January 2014 1. Ms.Sunee Seripanu 274,654,940 232,506,056 150,450,000 356,711,500 2. Mr.Virach Seripanu 30,800,000 - 16,000,000 14,800,000 3. Mrs.Pratana Mongkolkul 30,871,000 600,000 - 31,471,000 4. Mr.Somchai Apiwattanapron - - - - 5. Mrs.Jamnan Siritan - - - - 6. Mr.Supasask Chirasavinuprapand - - - - 7. Mr.Surasak Khaoroptham - - - - 8. Gen Vichit Yathip - - - - 9. Ms.Sangkae Hanvanich 533,400 - - 533,400 10. Ms.Kantima Lerlertyuttitham - 68,000 - 68,000 11. Ms.Yupin Luisiri - - - - 12. Ms.Peyanuch Prepraemvatana 533,400 533,400 - 1,066,800 13. Mr,Pichai Karnjanarporn 2/ 232,610,460 - 232,610,460 -
Remark: 1/ Number of common shares held by directors and management in the table already includes number of shares held by their spouses and minor children 2/ Mr. Pichai Karnjanarporn resigned from the Company on 7 July 2014.
- Directors, executives, employees and workers of the Company and its subsidiaries who obtained inside information that can influence the Company’s stock price must be prudent in acting on those information in relation to the sales and purchase of the Company shares particularly during one month before the release of the official financial statement or any other inside information which is expected to be made public and within twenty four hours after the release of those information to the public, the individual who obtain insider information must not act on those information until they have been provided to the Stock Exchange of Thailand. Any person who did not comply will be in violation of the Company’s rule and appropriate disciplinary measures will be taken including verbal warning, official warning letter, suspension or termination of employment.
- Directors, management, regular employees of the Company are not allowed to act on inside information which can influence Company’s stock price including direct purchase or sales of stock or induce others to do so in any manner regardless of who is the beneficiary of the transactions.
- Section 3: Roles of Stakeholders
The Company recognizes the importance of all stakeholders and will do its best to serve all parties
The Company is determined to protect shareholder’s interest in managing long term equity value of the company with consistent return and maintain integrity and transparency.
Human resource is a crucial element for success of the Company, hence, we have nurtured a culture and supporting environment which encourage team work and while respecting individuality. The Company treats employment, appointment and transfer on a fair basis in order to maximize the use of human resource for the best interests of the Company. Furthermore, the Company takes health and safely in the workplace very seriously and ensures that all business units comply strictly with the labor law.
Furthermore, the Company respects employees’ privacy in that it will not share information such as salary, medical record and family history to any irrelevant person unless required by law.
With its quality products at competitive pricing, the Company aim to achieving highest level of satisfaction and confidence from its customers.
- Products and services: the Company aims to continuously improve its standards and declare to its customers of any development or change in products and services in an accurate, complete and honest manner.
- Directors, executives, employees and workers will not share customer’s information without prior approval from the customer or authorized person unless required by law.
Business Partners and/or Creditors or Debtors
In conducting business, the Company believes in long term value of good reputation which is built on the foundation of mutual partnerships which we believe is a key factor in maximizing values with customers.
The Company stands firm on its commitments to its creditors and will honor its obligations of repayment of principals, interests and others.
The Company encourages free markets with fairness and is against obtaining unfair advantage which is in conflict with the laws and ethical standards.
As a Thai Company, we are accountable to our community in which we benefit from and support the development of the local communities in which the Company conducts business activities. The Company supports environmentally responsible products and services and act according to the relevant environmental law.
The company supports activities that encourage preservation of nature and conservation of energy and actively engages in supporting environmentally responsible products. Moreover, stakeholders may seek more information, file complaints or report suspicious dealings, correctness of financial statements, erroneous internal control or unethical business conduct via independent directors or Audit Committee. The complaints and reports will be protected and kept confidential. The directors or member of the Audit Committee will take charges in investigating, proposing actions to rectify and report to the Board of Directors as necessary.
Moreover, stakeholders can inquire details, file complaints and report any misconduct, illegal behavior, inaccuracy of financial reports, internal control problems or unethical behavior of the Company through independent directors or members of audit committee. Complaints and reports will be protected and kept confidential. Independent directors or member of audit committee will take actions in finding facts and solutions (if any) and reporting to the Board of Directors. Channels in reporting and filing complaints are listed below:
email@example.com • Postal mail Chairman of Audit Committee or Internal Audit Manager
Mc Group Plc
448,450 On Nut Road, Prawet, Prawet, Bangkok 10250
- Section 4: Information Disclosure and Transparency
The Company recognized the importance of disclosure of accurate, transparent corporate information in a timely matter and has adopted the standard provided by the Stock Exchange of Thailand or the Securities and Exchange Commission including financial reporting and other information disclosure that can influence the Company’s stock price, decision of investors and other stakeholders. All relevant individuals are treated fairly in terms of information dissemination whereby the Company will release the information through the Stock Exchange of Thailand and via the Company website at www.mcgroupnet.com
The Board of Directors recognized the responsibilities to prepare the consolidated financial statement including reporting financial performance to shareholder at the Annual General Shareholder Meeting and maintain quality of financial reporting to be in line with the Generally Accepted Accounting Principles with review from reputable Auditor and have flexibility in applying accounting standards. Directors also manage consolidated financial performance in terms of correctness and completeness.
Furthermore, the Board of Directors has appointed the Audit Committee to review and audit financial reports for completeness and transparency as specified by the guidelines for the Listed Company and ensure adequate internal control and reporting in relation to conflict of interests, appropriateness and reasonableness before presenting to the Board of Directors for consideration and approval.
Regarding investor relations function, the Company established investor relations department to be responsible for communications of relevant information to institutional investors, shareholders, securities analysts, media and general public. Investor relations department shall report its performance related to investor relations to the Board meeting on a quarterly basis. Nevertheless, any information disclosure related to the Company’s performance to shareholders, investors and securities analysts must concern proper silence period in compliance with good corporate governance principle and guidelines as well as transparency and equitable treatment. For this year, investor relations functions and activities include:
- 108 company visits from investors or analysts or through conference calls (Note: number of visits from investors or analysts are based on actual visits as counted by company)
- 16 investor conferences both locally and in foreign countries.
- Investor Conference in Thailand 3 times
- Investor Conference in Foreign Countries 9 times
- Non Deal Road Show in Foreign Countries 2 times
- Road Show in Thailand 2 times
- Opportunity Day (Listed companies meet investors) as hosted quarterly by the Stock Exchange of Thailand.
- 1 store visit for investors and analysts
In order to ensure efficient communications between the Company and shareholders/ investors, investor relations department can be reached at:
Contact person: Ms. Kheminee Kiatsamphan or
Ms. Chayanuch Jakmanon
Address: Mc Group Plc, 448,450 On Nut Road, Prawet, Prawet, Bangkok 10250 Telephone: 02 117-9999 Extension 1210 or 1215 Fax: 02 117-9998 E-mail: firstname.lastname@example.org
The Company shall make a Management Discussion and Analysis (MD&A) for each quarterly financial statement, to help investors better understand changes in the company’s financial status and performance each quarter, not just be presented with the figures by themselves.
Moreover, the Company presented the Board’s responsibilities concerning the Company’s financial reports alongside the auditor’s report and also disclosed the audit and non-audit fees in the Company’s annual report.
- Section 5: Responsibility of Board of Directors
1. Structure of the Board
The Board of Directors comprises individuals with knowledge, expertise and experience in the conducting the business and is able to provide recommendations on matters relating to management of the Company such as policies, vision, strategies, targets, duties, business plans, budgets and management appraisal. This is to ensure that the management is able to effectively conduct its business within the scope of the law, objectives, and resolution of shareholders with integrity, prudence in order to maximize shareholder value.
The Board of Directors consisted of 7 directors and 3 independent directors who are qualified as members according to the announcements of Capital Market Supervisory Board and the Stock Exchange of Thailand.
Directors shall not hold the same position for more than 5 listed companies. In event that the director holds the same position for more than 5 listed companies, the Board of Directors will evaluate the effectiveness of his or her capacity in order to maintain his or her role for the Company.
The Board of Directors shall have specified terms of services according to the Company’s rules and procedures. At each Annual General Meeting of Shareholders, one-third of the directors - or the number nearest to one-third if the number is not a multiple of three – must retire from office.
The Chairman of the Board of Directors shall not undertake the Chief Executive Officer (CEO) role in order to maintain balance and control and facilitate in effective management assessment. The Company has stipulated roles and responsibilities of the Chairman and the CEO and maintained clear distinction of duties.
The company has appointed the Corporate Secretary with stipulated roles and responsibilities as required by the Stock Exchange Act BE 2551 (2008). Corporate Secretary is responsible for ensuring that the Company and the Board of Directors comply with related laws and regulations as well as being a contact person for internal and external parties.
2. Roles and Responsibility of Directors
The roles and responsibilities of the Board of Directors are to conduct business as approved by shareholders and according to the laws and resolutions of the Shareholders and Board of Directors Meetings. However, the Board of Directors must exercise judgments in business decision making and act prudently and with integrity to for the best interests of the Company.
Corporate Governance Polices
The Company has written policies on its business conduct in which the Board of Directors reviews and monitor annually. After the Company is listed in the Stock Exchange, the Company shall uphold the rules and regulations set by the Capital Market Supervisory Board, the Securities and Exchange Commission and the Stock Exchange of Thailand and will report its business activities in its annual report and 56-1 form.
The Company (the Board of Directors, Executives and employees) shall uphold the highest standard of ethics such as protecting of Company’s private information, performing assigned duties with honesty and respect to the laws, honoring other rights, and protecting the assets of the Company and the environment.
Conflict of Interests
The Board of Directors has set policy to mitigate conflict of interests in order for the business to focus only on maximizing the Company’s value in which any person who appears to be benefiting on another’s disadvantages will be assessed and those who are involved in the potential conflict of interest will have no involvement in the consideration in approving any business dealings.
Any transactions that result in conflict of interests relating to trade conditions not conforming general practices, must be presented to the Board of Directors for considerations and approvals. The Board of Directors shall review appropriateness carefully before bringing the matter to be discussed at the Board meeting and/or shareholder meeting (on case by case basis). The Company must always act according to the rules and regulations set by the Capital Market Supervisory Board, the Securities and Exchanges Commission and/or the Stock Exchange of Thailand (whichever applicable).
Internal Control and Internal Audit
The Board of Directors has established internal control in various business aspects to facilitate the Company in meeting its goals within the frameworks and has set up an audit mechanism to protect the capital of shareholders and asset of the Company. The Board has also set approving authorities and outline responsibilities of executives and employees clearly in writing. Internal control department was formed to examine and monitor all business units’ operations to comply with rules and regulations. The Audit Committee role is to continuously monitor business dealings to ensure effectiveness of internal control and credible financial reporting system. The Audit Committee is also responsible for reporting the audit results and review internal control of the Company.
Report of the Board of Directors
The Audit Committee shall review financial reports and present the financial reports to the Board of Directors every quarter. The Board of Directors is accountable for the financial statements of the Company and must ensure the preparation of the financial report is in compliance with the GAAP (Thai) and reviewed by the qualified auditors. The Board shall also choose appropriate policies and practices in the financial accounting and maintain standards in disclosing information in both the main financial statements and the footnotes to the financial statements.
3. Board of Directors Meeting
The Company has set meeting schedules for the Board of Directors and other committees in advance on a yearly basis. The Company stipulated that the Board conduct meetings at least once every quarter with additional meeting as necessary and send out meeting notice to the Board members to review 7 days prior to the scheduled meeting date except in any urgent matter that may significantly impacts the Company. Each meeting will have clear agenda with supporting documents, which are comprehensive and submitted to the Board in advance. During the meeting, each director shall be allocated sufficient time for discussion and allowed to freely expressing their opinions. Pertinent executives of the Company shall be invited to attend the meeting to provide related information and to directly acknowledge related policies.
The Company shall ensure that the Board receives adequate information in a timely manner prior to the scheduled meeting. However, the Board may contact the Corporate Secretary to provide consultation on the compliance matter or for any additional information.
4. Development Programs for Directors and Executives of the Company
The Company conducts a self evaluation for directors of the Company at least once a year to assess their performance, efficiency and other issues related to the duties of the committees.
Furthermore, the Company encourages and facilitates trainings and other programs related to good corporate governance for applicable persons such as directors, members of the Audit Committee, executives to equip them with adequate knowledge and understandings regarding good corporate governance, rules and regulations as well as roles and responsibilities of directors. The purpose is to guarantee efficient and ethical management of the Company. The Company enrolled its directors in related seminars/programs organized by Thai Institute of Directors (IOD) and other institutions. For 2014,
Ms. Sunee Seripanu participated in Chairman Forum 2014 arranged by Thai Institute of Directors (IOD).
At present, with regard to directors’ enrollment in related seminars/programs, 5 directors of the Company completed Director Accreditation Program (DAP) and 5 directors of the Company completed Director Certification Program (DCP), out of a total of 8 directors. In addition, all directors are the members of IOD and have access to useful information and knowledge provided by the institution. When there are relevant programs and documents, the Company will notify the directors and send them information for their reviews.
Once there is any change in directors, the Corporate Secretary shall arrange an induction session as well as prepare documents that will be useful to the new director including provisions of the overview of the business, business model and corporate governance.