The Company aims to manage our business according to corporate governance principles and comply with regulations of The Stock Exchange of Thailand and the Office of Securities and Exchange Commission to encourage the company's competitiveness, growth and long-term shareholder value, taking into account the interests of other company stakeholders
The Company's corporate governance policies are divided into two parts, the principles and the recommended best practices are presented in 5 categories, namely;
- Rights of Shareholders
- Equitable Treatment of Shareholders
- Right of Stakeholders
- Disclosure and Transparency
- Board Responsibilities
Recognizing and valuing the principles of good corporate governance, the Company has devised a clear policy for strict conformance as follows:
The Company recognizes the importance of good corporate governance and values the shareholders' right by encourages the shareholders to exercise their rights including legal fundamental rights such as the right to attend and vote in the shareholders' meeting, the appointment or removal of directors, the remuneration of directors, the right to share in the profit (Dividend), the right to receive adequate information, etc.
Beyond such fundamental rights, the Company endeavors to provide essential information to shareholders via website, to arrange the Company's site visits, etc.
The Company held the Annual General Meeting of Shareholders (AGM) every year within four months after the end of each fiscal year. If there is an urgent need to consider any special matter that may or in connection with the interests of shareholders, which need shareholders' approval, the Board of Directors can call an extraordinary meeting of shareholders on case by case. In 2013, the Company organized AGM on April 5, 2013 at Head Office 27th Floor Serm-mit Tower with a total attendance of 92 shareholders comprising of 92 shareholders and 599 representatives by proxy, representing 394,814,765 shares or 82.25 percent of the total issued share capital of the Company. The meeting was organized in accordance with the processes and procedures of the AGM Checklist, which prepared by Thai Investors Association (TIA) as follow:
Before the AGM
- Provide an opportunity for shareholders to propose agenda and to nominate director candidates to be elected in the 2013 AGM, by which the details and procedures are placed in the Company's website at least 3 months prior to the year ended. The shareholders who wish to propose agenda or nominate director candidate must be one single shareholder or several shareholders together hold the Company's shares at least 5 percent of total voting rights of the Company.
- Send invitation notice, meeting agenda with the opinion of the Board of Directors along with proxy forms, comprised of form A, B, and C (for foreign shareholders that have appointed custodians in Thailand), in accordance with the Ministry of Commerce together with other supporting information in both Thai and English. The Company shall publish these items on the Company's website prior to the delivery of the meeting notice at least 30 days in advance of the AGM.
- Prepare AGM meeting notices that clearly specifies meeting venue, date, time, agenda, and matters to be proposed to the meeting together with appropriate detail. The opinion of the Board of Directors, minutes of the previous meeting, annual report, all proxy forms and other relevant documents shall also be provided and distributed to shareholders not less than 14 days prior to the meeting. This is to ensure that the information related to voting decision received by the shareholders is sufficient, accurate, complete and transparent. The information must also be announced in the newspapers in Thai for three consecutive days and at least three days prior to the AGM for the shareholders to prepare themselves in joining the meeting.
On the Date of the AGM
- To facilitate all shareholders at the meeting date. Adequate number of officers shall be assigned to welcome and check registration documents. The Company will make registration process available two hours prior to the meeting, by using bar code system to shorten the registration process. Furthermore, after this registration period has lapsed, shareholders who wish to attend the meeting can register to attend without losing their rights.
- Arranged each shareholder's meeting at a venue that is convenient, easy to access, and adequate size in Bangkok or its vicinity under good security and set up an emergency plan to increase confidence and security to all shareholders during the meeting.
- The bar code system was implemented to facilitate the shareholders' registration process and counting of vote for accuracy and more convenience.
- The Company must not deprive the rights of shareholders to attend their meetings. All shareholders can exercise their rights to attend the entire meetings.
- Before the meeting, the Chairman of the Board will clarify rules and criteria in relation to the meeting, such as the opening of the meetings, voting procedures, and counting of shareholders' vote for each session, in accordance to the Company's Article of Association.
- The Company has specified director's interest in the invitation letter and in the AGM. If any directors have particular interest or involved in any agenda, chairman of the meeting must notify the participants prior to the meeting. The directors involved in the interests must not participate in the meeting and must abstain from voting on such matter.
- The Company shall support the shareholders to exercise their rights in protecting their own interests by asking questions, expressing opinions, and making recommendations at the AGM. The shareholders also have rights to participate in the decision of important issues, which may affect the Company, for instance, the appointment or removal of directors, the selection of nominees to become independent directors, the approval of auditors, the dividend payment, the reduction or addition of capital funds, set or revises rules and regulations, and the approval of memorandum items, etc.
After the AGM
- The Company must prepare the minutes of the shareholder's meeting and shall notify the Stock Exchange of Thailand (SET) within 14 days after the meeting, in accordance to the SET regulations, and disseminate full details of the meeting. This includes complete and appropriate records of the meeting, voting and questioning process of the shareholders in each session, along with the allocation of video recordings of the AGM for their acknowledgment in the Company's website (www.toyo-thai.com)
- Consider the recommendations and opinions received from the shareholders in the quality assessment of the AGM to make improvement plan for the following AGM.
The corporate set policy on conflict of interest of Committee, Management and employee, as part of code of business ethics and of code of conduct. Generally the corporate policy is set to avoid conflict of interest when corporate members focus on their private interest against corporate objectives and execution. For example, corporate members, Committee, Management and Employee are anticipated to avoid conflict of interest concerning corporate business with customers, manufacturers, vendors even business competitors. All members are anticipated to abstain from any activities that could cause conflicts of interest and serve self-interest. Moreover all members must avoid to do property trading with advantage of confidential information.
The corporate realizes the legitimate right of stakeholder such as employee, board of directors and subsidiaries as well as all business partners who have been engaged with corporate working as specified function in agreement.
Whistle-blowing is a measure to report to committee a suspected illegal conduct, falsified financial statement, failure of internal controlling system or a unethical conduct.
The corporate recognize that social and environment influence to business operation therefore the corporate is aware of all laws and regulations
Disclosure Information of Board of Directors and Executive Management Remuneration Fee and Shareholding
Information of the Board of Directors and executive management remuneration fee and shareholding must be reported in the annual registration statement (Form 56-1), annual report (Form 56-2), and also published at the Company's website. Under Article 59 of the Securities and Securities Exchange Act, directors and executives must report their share portfolios with each purchase, sale, or transfer of shares to SEC.
Disclosure Information of the Company
The Company shall disclose information on material matters regarding the Company, including financial reports, non-financial information and other information as stipulated by SET and SEC that are accurate, clear, complete, easy to understand, transparent, adequate, reliable and timely, and which have been screened according to prescribed procedures. The Company disclosed information to ensure equitable access by shareholders in the following channels:
- SET's Community Portal system and SEC
- Annual Registration Statement (Form 56-1) and Annual Report (Form 56-2)
- Company's website at www.toyo-thai.com in both Thai and English
- Company's company visit and analysts meetings
- Road shows for both domestic and overseas investors
- Annual exhibition such as SET in the City and Money Expo
- Invitation to the AGM via post
Besides, the Company establishes the internal control policy within each department or section to prevent confidential information from being disclosed to the public prior to formal announcement. Employees must not apply the Company's confidential information for personal or others' gains. They should maintain inside information and sensitive documents that could lead to undue exploitation for themselves, their families, or their associates, including any information influencing stock prices and the Company's proprietary commercial secrets, formula, and inventions. Those who disclose important information and news to outsiders without approval from the Chief Executive Officer shall be subject to disciplinary action according to Company procedures and may face legal action.
Information Disclose in the Company's Website
To ensure that the shareholders, investors, and interested persons can quickly search and retrieve the Company's public information, the Company provided the following information in both Thai and English via Company's website.
- About Toyo-Thai Corporation Plc. comprises of visions, missions, business and products, organization charts, etc.
- Corporate Governance (CG) comprises of Code of Ethics, code of conduct, Board of Directors, Sub-Committees Directors, Management, Board Charters, etc.
- Investor Relations (IR) comprises of financial information, stock information, shareholder information, etc.
- Corporate Social Responsibility (CSR) comprises of CSR activities, for example, Educational Support Project, Environmental Development Project, Social Support Project, Human Resources Development Program and etc.
- Corporate News comprises of executives in the news, Chief Executive Officer (CEO) articles, etc.
Toyo-Thai attaches great importance to investor relations which is performed duties with utmost responsibility, integrity, and dedication on disclosure of correct, reliable and adequate Company information to investors, analysts and other related parties in a fair, transparent and comprehensive manner.
The Company has set up the Investor Relations Department as a focal point in conducting proactive investor relations activities, according to best practices of leading international organizations, to promote effective communication channels with investors, analysts and other related parties. Opportunities are also provided for investors to raise questions and receive Company information through various channels, such as the Company's road shows are participated in with domestic and international investors; presentations for analyst meetings; report on the operations of Investor Relations to the Board of Directors quarterly; publish the results of the operation in webcast on the Company's website; provide shareholders and institutional investors to visit and meet business executives in order to generate understandings in the business of the Company.
- 159/41-44 Sermmit Tower 27th - 30th Floor, Sukhumvit (Asoke) North Klongtoey Wattana Bangkok 10110
- Telephone 0-260-8505
- Fascimiles 0-260-8525-6
- E-mail email@example.com
The Corporate Board consists of qualified and experienced in development and stipulation business trends, policy and corporate strategy with corporate objective to internal control system, internal audit, risk management and revision procedure to ensure that operation is compliance with applicable laws and reasonable decision.
(A) The Board of Directors
As of December 31, 2013, Board of Directors are consists of 9 members;
- 2 members of Executive director
- 7 members of non-executive director
(including 3 members of Audit committees)
The corporate nominates a secretary, organizer for the meeting arrangement, invitation letter sending, minutes of meeting record and other duties that are related to general responsibility as well as information filing of Committee and Management with their accomplices.
The Board of Directors nominated Audit Committee for corporate internal audit which consists of an independent director, having qualification as the announcement of The Securities and Exchange Commission (SEC) and of The Stock Exchange of Thailand
(C) Duties and responsibilities
The corporate Committee has duties and responsibilities with compliance of concerned laws in order to consider and approve the corporate important business matters as well as to give priority to good governance and commitment in principle as follows;
- Operation with competence in order to generate value added to long-term business and management with carefulness and with avoidance to conflict of interest
- Business execution with transparency as well as disclosure
- Orientation of regulation as standard of business execution for Committee and Employee's behaviour.
Corporate organizer will do annual report related to all activities and corporate turnovers in order to propose to Shareholders for consideration and approval.
The corporate gives priority to internal controlling system for both management and operational levels therefore the corporate stipulates its system and coverage procedure accumulating in Company Operation Document.
The corporate nominates Audit Committee to audit and to comment on transaction which applicable laws stimulate to be audited by Audit Committee such as the related party transactions, are affected or conflicted to interest upon case by case to ensure that each item as proposed is used to reach the highest benefit of the company. These all items will be reported in annual report and the annual registration statement (Form 56-1) as well as statement of financial notes.
(D) Board of Directors' meeting
Board meetings are scheduled in advance so that directors can schedule themselves to attend. The Company is responsible for preparing and delivering the meeting agenda and relevant documents to all directors well in advance. Given adequate preparation time, Directors must investigate and make sound decisions. The Company regulations call for the board to meet at least once a quarter, with at least half of the total board in attendance to make a quorum, with additional meetings as necessary. In 2013, the Company managed a total of 6 Board of Directors Meetings, and one Non-executive Directors Meeting. The meeting invitations are delivered to directors at least 14 days prior to meeting date to give them enough time to study, deliberate, make sound decisions on all agenda items, and schedule themselves properly to attend each meeting.
A clear agenda is set for each meeting and adequate supporting documents are distributed sufficiently in advance to allow directors to thoroughly review the details. Minutes of Board meetings, including its meeting outcomes must be made clear for future reference. Details of meetings of the Board of Directors attendance at each meeting in 2013 are provided in Board Meeting Attendance.
It is the Company's policy to compensate Directors and Management at reasonable levels to motivate and retain quality directors, or at levels comparable to industrial practices. Remuneration is linked to the Director's performance and responsibility as well as the Company's performance and benefits to the shareholders. The Nomination and Remuneration Committee sets the remuneration principles, payment method, and reports the nomination and remuneration performance to the Board of Directors for approval at the AGM. Details of remuneration payments to Directors and management in 2013 are set out in Director & Management Remuneration.
(F) Developing of committee and management
The Company will encourage directors to join the training courses which to be organized by Thai Institute of Directors Association (IOD) to realize their duties and responsibilities.