The company has realized and considered the importance of operating the business under the principle of supervising the business in a good manner, and considering the regulations of The Securities and Exchange Commission as the main factors to establish the organization in order to have an efficient management system and become the foundation of the company's business growth. The important matters about the regulations of business supervision are divided into 5 groups, which are as follows:
The company has given importance to the rights of different groups of stakeholders by abiding to the regulations that the law has specified. In the year 2013, the company organized a General Meeting of Shareholders on 25th April, 2013. There were 6 directors who joined the meeting.
In every Shareholders' meeting, the company grants the Thailand Securities Depository Co. Ltd., the registrar of the company, to send an invitation letter which has the details of the agenda, opinions of the board of directors, a complete detailed report of the past meeting, an annual report together with the documents used in the meeting and documents which are used when giving a proxy with clear instructions. The letters are sent to the shareholders 14 days in advance before the shareholders' meeting, and is advertised in the daily newspapers 6 days before the meeting date for 3 consecutive days to inform the shareholders in advance and to give enough time to prepare and study the information before attending the meeting. The letters are sent to all the shareholders whose names appear in the register of the shareholders on the date of the closure of the register of the shareholders.
The company has informed the resolution of the Annual General Meeting of Shareholders of the year 2013 according to the rules and regulations of The Stock Exchange of Thailand through the website of The Stock Exchange of Thailand after the mentioned meeting.
Treating the Shareholders with Equality
The company gives importance in the Shareholders' meeting by specifying the policies to the management division to treat every shareholder with strict equality and also to act according to the conditions of the Stock Exchange of Thailand. The invitation to the Shareholders' meeting comprises of the meeting agenda, which will be sent to the shareholders in the country and abroad in advance and gives them the chance to give opinions and ask questions equality in the meeting according to the regulations of the meeting agenda.
At the General Meeting of Shareholders on 25th April 2013, the company gave the rights to the minority shareholders enabling them to nominate individuals who have the qualities suitable to become directors of the company, and to enter into the process to be appointed as new company's directors instead of two former directors which are Ms. Vanida Matchimanon and Mr. Noppadol Anurakchaiwit who have completed their terms of holding the positions. The minority shareholders did not propose any names to be appointed as mentioned above.
Therefore, the president of the meeting proposed to the general meeting of the shareholders to consider appointing 2 former directors who had completed their terms as the company's directors for another term. The meeting approved the proposal of the president of the meeting.
The board of directors shall not allow directors, executive directors or staff to seek personal gain from, or to engage in activities that directly compete with the company or transactions that may lead to a conflict of interest with the company, and also the board of directors does not allow using internal information for personal gain in buying and selling company's shares during one month's period before the financial budget is publicized and 2 days after the financial budget has been disclosed. In the past year, the directors, executive directors and the staff have strictly acted according to the policy.
The Role of the Stakeholders
The company has given importance to the rights of different groups of stakeholders by specifying the policies to the management division to set the administration and management systems towards all different groups of stakeholders with equality so to create cooperation between the company and different groups of stakeholders which will create stability in operating the business in the long term. Besides, the company also gives importance in inspecting matters that could create conflict to the interests of the concerned individuals by specifying that the 'matters, which are made between two parties' must strictly comply with the regulations of the Stock Exchange of Thailand and The Securities and Exchange Commission.
Regarding business competitors, the company does not violate or try to obtain secrets of business competitors by deceptive ways, and in the past year, the company did not have any disputes regarding matters of business competitors.
The company's board of directors has specified the remuneration of the directors and executive directors. The remuneration of the directors and audit committee are made according to the resolution that has been approved from the shareholders' meeting. The details of the directors' and executive directors' remuneration has already been disclosed in the heading Directors' Remuneration Management.
The rules of the company specify that there should be a board of directors' meeting at least 3 times per month. In each meeting in the year 2013, the management division also joined the meeting to give information on the results of the operation, propose matters, give information and beneficial suggestions and acknowledge the policies and decision of the board of directors enabling them to operate the policies and different plans quickly and efficiently.
The company's board of directors has specified that the preparation of the financial budget be according to general accountancy that is certified in Thailand by choosing suitable accounting policies according to the regulations of the Stock Exchange of Thailand and ensuring that sufficient important information has been disclosed in the footnotes of the financial statement.