Our board of directors, governing bodies and executive management considered that systematic management principles and good corporate governance are the most important factors for success. Therefore, the principles is to be used as guidelines for implementing a quality management system focus on transparency and information disclosure in order to improve operational performance, create a competitive advantage, add value for business owner, and maximize benefit all stakeholders equally and fairly.
This corporate governance policy has been agreed and approved in writing by the board of directors at board meeting 13/2008 on October 27, 2008. The company also provided individual self-assessment for the board of directors and the subcommittee members as well as provided performance appraisal for the executive management and managing directors.
In addition, a detail of implementing the good corporate governance arranged according to the good corporate governance for all companies and businesses registered of the Stock Exchange of Thailand and the continuous improvement have been applied to comply with the good corporate governance. The structure of corporate governance is divided into five sections as following.
a quality management system focus on transparency and information disclosure in order to improve operational performance
Section 1 Shareholder Right
The fundamental rights of shareholders including the right to trade and transfer the company’s shares, the right to have access to adequate business information, the right to share of the profits of a business, the right to be treated fairly in shares buy back by the company, the right to elect and remove directors, the right to consider on remuneration of directors in all forms, the right to approve the appointment of independent auditor annually, and the right to attend and vote at a shareholder meeting in order to make decision on significant issues that may affect the company such as dividend allocation, amendment to the memorandum and/or articles, reduction or increase of capital, approve the special items, and so on, which are typically defined by state law.The Company has policy to support and promote shareholders to use their right as follow;
- Give date, time, place, meeting agenda and other related data to shareholders in advance, so they have time to study. Company will send letter of shareholders’ meeting together with related documents to shareholders for at least seven days or fourteen days in advance before meeting takes place. Company also publishes this on newspaper for at least continuously three days in advance. Moreover, it posts information on company’s website, so shareholders and investor can reach and understand.
- Send proxy together with letter of meeting to support voting right in case shareholders are not available to be at the meeting by themselves.
- Give shareholders a chance to propose agenda, show opinions and questions in ahead of the meeting
- Give shareholders a chance to show opinions and questions on the meeting date
- Require at least half of board of directors to attend shareholders’ meeting, so they can answer questions raised by shareholders. At least one audit committee is required to attend the meeting too.
- Require chairman of the meeting to explain on voting procedure in which shareholders who have conflict of interest will not have no voting right on that subject.
- Prepare meeting report with full information involved including questions from shareholders and answers from directors
- Publish meeting report via electronic media of Stock Exchange of Thailand and company’s website, so shareholders can check without having official report on hands.
In 2014, the Company held general shareholders' meeting for the year 2014 dated April 9, 2014, 2nd floor, Chaopraya Ballroom, Chaopraya Park Hotel, No. 247 Ratchadapisek Road, Dindang, Bangkok 10320. There were every director of committee, Director, Executive, Secretary of every committee and secretary of company Auditor representative of financial advisor and representative of Lawyer participate total 33 directors and management executives participating to explain meeting agenda and answer questions from shareholders. The Company assigned Thailand Securities Depository as registrar to send letter of shareholders meeting and related documents to shareholders for at least 21 days in advance before meeting takes place. The Company also published letter of shareholders meeting and related documents via company's website, www.gunkul.com, for at least 23 days in advance, so shareholders can reach related information regarding shareholders' meeting as convenient and as quick as possible.
For registering and voting, the Company uses barcode system and provides revenue stamp for shareholders to send proxy to company with aim to make it fast and convenient to shareholders. In the meeting, the Company explains voting criteria before meeting starts and gives shareholders opportunity to express their opinions and raise questions. In addition, the Company also welcomes questions from shareholders sent in ahead of the shareholders meeting for the year 2013 during October 29, 2011 to January 2013, However, there were no questions raised.
Section 2 Treatment among Shareholders
The Company has policy to create equivalent among shareholders both executive shareholders and non-executive ones as well as minority shareholders and foreign shareholders as follow;
- Publish information regarding shareholders meeting to keep all shareholders informed equivalently and not add special agenda without any notice
- Give shareholders who can’t attend meeting by themselves to give proxy to others as representative
- Give chance to all shareholders to propose opinions and to raise questions in ahead of and during the meeting and providing for shareholders to propose a director for election agenda in ahead of the meeting via company’s website or sending the email to the company secretary.
- Give chance to shareholders to vote director on one-on-one basis
- Require shareholders who are directors or executives to disclose information that may have conflict of interest and those shareholders have no right to vote on that subject
- Tell board of directors and management to know their task on reporting a change in holding of securities to Stock Exchange Committee based on article 59 of Securities and Stock Exchange of Thailand Act Por Sor 2535
- Require board of directors, executives or employees who have inside information not to disclose such information to public and are banned for securities trading of the Company’s stocks for one month before financial statements published
Section 3 Stakeholders Role
The Company has policy to promote cooperation between company and all stakeholders including shareholders, bankers, customers, trade partners, employees, and surrounding communities with aim to encourage the Company’s operations and to create long-term sustainable growth. Besides realizing the importance of right of stakeholders by law, the Company also has policy to take care all stakeholders equivalently as follow;
Employee : Company treats employees equally, gives them proper compensations and creates quality working environment.
Partner : Company treats trade partners fairly and in line with trade contract and has policy to create and develop relationship with trade partners continuously.
Customer : Company has responsibility to customers by maintaining quality and standard of goods and services as well as reacting to customers’ need perfectly and completely to maximize customer satisfaction in the long run.
Competitor : Company operates business along with fair competition and develops market to grow for mutual benefit of industry.
Creditor : Company complies with contract condition and gives information to creditors as per request.
Society : Company has responsibility to monitor its operations not to hurt environment and society and complies with rules and regulations. Company also has program on corporate social responsibility (CSR) by supporting creative activities continuously and allocating budget to do CSR with focus activities regarding education, environment and youth. In 2014, the Company donated things to improve learning skill of youth on the Children Day, awarded scholarship to youth and employees’ children including supporting the sustainable learning of communities.
To make sure that all stakeholders are equally protected and treated, the Board of Directors provides communication channels via company’s website www.gunkul.com, so shareholders and stakeholders have chance to express their opinions and to complain directly to company’s board of directors in case of unfair treatment or having troubles with company. In addition, the Company provides employees channels to consult or inform directly to Executive Office when it finds suspect actions that are illegal or break “business code of conduct” that may have impact to employees, stakeholders and company itself.
Executive Office will find out fact and report to internal audit committee and audit committee for further consideration. This data informed will be kept secret under the policy to protect the staff or whistle-blower.
Section 4 Information Disclosure and Transparency
Board of directors has policy on disclosure of information, financial data and business operations with creditability and reliability to show true operational and financial status and business future by setting rules and regulations regarding information disclosure based on Stock Exchange of Thailand Act. In 2014, the Company disclosed following information;
- Report financial and general information to shareholders and general investors and report board of directors’ responsibility on financial report together with audited report in annual report
- Report corporate governance policy and policy related to environment and society and implementation via different channels like annual report and company website
- Roles and responsibility of board of directors and sub-committee, number of meetings attended, number of directors participated meetings last year, and directors’ opinions
- Remuneration policy to directors and executives
Apart from information disclosure as per required by Stock Exchange of Thailand Act, the Company also communicates with shareholders and investors via investor relations department as company representative to directly contact with shareholders, investors, securities analysts (both local and foreign ones), and corporate communications department to publish information to shareholders, investors and public via mass media and other medias (both local and international ones).
In 2014, the Company held four times of analyst meetings to discuss about quarterly and yearly results to investors and analysts. Press release is used once company has investment and or business activity.
In addition, information disclosure is done via company website www.gunkul.com both in Thai and English so all stakeholders can participate. If interested, you can contact investor relations department at telephone no. 0-2242-5867 and 0-2242-5861 facsimile no. 0-2242-5878 or e-mail email@example.com
Section 5 Responsibilities of Board of Directors
Board of Directors Structure
The company has nine directors on its board. The members of the company’s board of directors consist of six (5) members of executive directors and four (4) members of non-executive directors, who is one (1) member of non-independent director and three (3) members of independent directors. All of them have expertise and experience includes deep knowledge in the company’s business area. In addition, there are three (3) independent members of the audit response to balance the vote on addresses audit considerations relating to administration and management of administrative section in order to maximize the benefits of the company. The company has a policy to appointing separate president and managing director to different person aim to balance management authority and prevent unlimited power over other members. The board of directors will determine roles and responsibilities of each position and response to recruit and appoint the right person for the position.
Leadership and Vision
Board of directors recommends company to have vision, mission, goal, policy, operational direction, long-term strategy and plan & annual budget by assigning executive management to present and board of directors to comment and discuss to get common agreement before approval. Board of directors appoints president of executives to develop and implement business strategy. Role, duty and responsibility of board of directors, sub-committee and executive committee are needed to be identified by reviewing at least every five years.
Conflict of Interest
The Company is serious on banning directors, executives and employees to use position to find benefit, so it includes this subject into company's business code of conduct. Directors, executives and employees are required not to do related transaction that may create conflict of interest to company. In case it is the must to do that transaction, pricing and conditions have to be the same as that done with outside person. Directors or employees who have benefit in that project must not have right to approve. Related transactions under Stock Exchange of Thailand Act are required to strictly follow the rules on principle, method and information disclosure.
In addition, board of directors also bans not to use inside information to find its own benefit and to compete business with company. It also requires not to use inside information for securities trading or not to tell others for insider trading. In case that executives or employees participate in special task in which information is a secret and may have impact to company share price, such executives or employees are needed to sign confidentiality agreement with company until company discloses information to Stock Exchange of Thailand (SET) and Stock Exchange Committee (SEC).
Business Code of Conduct
Apart from corporate governance, board of directors has policy to operate business with aim to maximize benefit of shareholders by setting up goal and procedures to meet that goal. The Company provides written code of conduct in which board of directors agreed and approved the latest code of conduct in shareholders' meeting (13/2551) dated October 27, 2008. In code of conduct, it comprises of company goal, vision, mission, ideology, corporate value, corporate governance policy and regulation with aim to provide clarity and convenience to directors, executives and employees to understand company standard and direction in which involves all stakeholders like employees, shareholders, customers, partners, creditors, competitors and society.
Directors, executives and all employees have to acknowledge, understand and implement the Company's policy and regulations as mentioned in code of conduct. Regular meeting, public relation and creative activity are required to make employees informed and understood the importance of business code of conduct. Apart from business code of conduct, the Company also has “Corporate Shared Values” project to create shared corporate culture.
Position Consolidation or Power Split
Board of directors sets that chairman of board is not the same person as chairman of executives by having divided role, authority and responsibility with aim to create balance between management and corporate governance.
Directors and Executives Remunerations
Board of directors assigns remuneration committee to review structure of remuneration system and proper compensation to management executives based on task, duty, responsibility and performance. Such remuneration should be competitive when compares to industry and be able to create motivation to work effectively.
Directors’ remuneration comprises of three parts, annual compensation, meeting fee and Bonus. Remuneration payment to directors is required approval from shareholders’ meeting. The total remuneration payment for directors of 2014 had been paid to all directors. (seeing the details in “remunerations topic”).
Board of Directors' Meeting
Board of directors requires to have a meeting at least six times per year, while extra meeting will be held if necessary. In order to be efficient for directors' performing, the meeting of Board of Directors had been set for 9 times in 2014 and also having the meeting between the independence directors and auditors in order to discussing about the corporate management for one time. In the meeting, agenda have to be clear and related documents have to be provided and sent to directors for at least seven days in ahead of meeting, so directors have time to study. In case there is new agenda to add after documents sent, it can do only on emergency and is needed to get approval from chairman of board of directors. The policy of meeting resolution, must to have the directors at least two-third of all directors by conforming to the Company's article and associates All directors have chance to discuss and comment openly and chairman of board is responsible to make meeting conclusion. In case director has conflict of interest in that subject, such director has to walk out from the meeting.
The meeting schedule of the Board of Directors and Sub-Committees have been set in ahead for making appointment with directors every year.
Meeting report is in written form. After getting acknowledgement from meeting, all documents require acknowledgement from chairman of board and secretary of board. There are two sets of meeting documents, original one and copy one (so directors and related persons can use it easily). In addition, meeting documents are kept in electronics file.
Internal Control and Internal Audit
Board of directors sets internal control system covering accounting, finance, operations, regulations, audit and check & balance with aim to protect shareholders' capital and company's assets. Internal audit office must have independency and report directly to the Audit Committee who controlling on the performing under the Company's rules and policy and to make sure that internal audit and internal control system is the key driving mechanism to support longterm sustainable growth. Internal audit reviews internal control activities and give advice and suggestion regarding internal control and risk management to improve operational efficiency to cope with growing business and changing economic environment.
Board of directors is responsible for reporting consolidated financial statements of the Company and subsidiaries and financial information in annual report. That report is based on Thailand's general accounting standard by selecting the proper one and use it consistently. Audit committee and accounting audit will together consider proper accounting standard to use in financial report. Board of directors emphasizes persons who do report to have cautious judgment and to disclose sufficient information on financial notes.
Board of directors assigns audit committee to respond for quality of financial report and internal control. Comments from audit committee on this subject are shown in audit committee report and in annual report too.
Board of directors comments that financial report of the Company and its subsidiaries as of December 31, 2014, is right, sufficient and reliable.
Board of Directors Self-Assessment
The boards of directors have self-assessment on their own performance on a regular basis with on the purpose of reviewing their performance and addressing their issues together to further improvement. The self-assessment form recommended by the Stock Exchange of Thailand has been agreed to be used for the individual self-assessment in year 2014 by the board of directors. The form will be added or modified its questions to cover roles and responsibilities of the boards of directors in all aspects and it should comply with the company's nature of business.
Apart from the board of directors self-assessment, all subcommittee are requested to do the individuals self-assessment on a yearly basis.
President and Managing Director Performances Evaluation
The board of directors response to evaluate the president and managing director performances. This performance evaluation is to compare their achievements with their goals in corporate level and ability in individual level. The key factors to help make a sound decision for the evaluation consist of qualitative indicators including leadership, strategy formulation and implementation, financial planning and performance, relationship with board members, relationship with external organizations, staff administration and relationship with staffs, succession management, knowledge of products and services, and personal characteristics.
Limiting the Number of Listed Companies Policy
In order to develop an effective performance of boards of directors, the policy to limit the number of listed companies has been specified that each director cannot serve in the role as directors over five positions.