The Board of Directors gives precedence to operations in compliance with the Principle of Good Governance in business operation for moral, transparent, and accountable management system of the organization, contributing to creation of confidence to the shareholders, investors, stakeholders, and all groups of the related parties under Corporate Governance Code for Listed Companies 2017.
This will ensure that the Company Group becomes an efficient organization both in terms of business operation and good management for benefit of the Company’s business operation with the ethical responsibility and reinforcement of transparency and efficiency of the Management. According to the emphasis of the Board of Directors to the prudent and circumspect management for creating the confidence of the shareholders and stakeholders toward the efficiency of the Company’s business operation for its maximum benefits. Therefore, four sets of the Sub- Committees, consisting of Audit Committee, Nomination and Remuneration Committee, Executive Committee, and Risk Management Committee, are appointed to closely supervise specific matters of the corporate governance, to perform duty in considering screening the specific matters of business operation based on roles and duties assigned by the Board of Directors.
Therefore, four sets of the Sub-Committees,
consisting of Audit Committee, Nomination and Remuneration Committee, Executive Committee, and Risk Management Committee, are appointed to closely supervise specific matters of the corporate governance, to perform duty in considering screening the specific matters of business operation based on roles and duties assigned by the Board of Directors.
Corporate Governance Policy
Each Sub-Committee has composition, qualifications and scope of authority under the Charter of the Sub-Committees as per the following summary.
At least three independent directors with qualifications prescribed by the Stock Exchange, and the Securities and Exchange Commission of Thailand are appointed whereas at least one of them must have accounting/finance knowledge. The Audit Committee is in charge of auditing and reviewing reliability of financial statements, auditing and governing to ensure that internal control system and internal audit system are in place, and reviewing risk management system for appropriate and effective linkage with internal control.
At least three members are appointed by the Board of Directors and at least one of them must be an independent director. The Nomination and Remuneration Committee is responsible for selecting and nominating a suitable candidate for the position of the Board of Directors or Chief Executive Officer or senior executive. The nomination criteria must be determined in an efficient and transparent manner to acquire knowledgeable and competent persons who are able to support the organization. The Committee also considers the remuneration determination guideline for the Board of Directors and Chief Executive Officer under determination of the fair and reasonable consideration criteria comparable to other companies in same or similar industry to be proposed to the Board of Directors’ Meeting or Shareholders’ Meeting for further consideration.
At least five members are appointed by the Board of Directors. The Executive Committee plays a major roles and responsibilities to ensure the operations in accordance with the Company’s strategies, policies, and rules. The Committee also has authority to control the Company’s business by considering screening the business plan and annual budget to be presented to the Board of Directors, establishing the financial and investment policies and direction of the investment policy to be in line with the Company’s policies, considering and executing the important matters related to the Company’s operations, and considering and providing suggestion for all types of works proposed to the Board of Directors.
At least three members are appointed by the Board of Directors and at least one of them must be an independent director. The Risk Management Committee has duty in considering and approving the policies, objectives, and framework of risk management as the operating framework in risk management process of the organizational employees to be in the same direction and consistent with the Company’s targets and strategies. However, the policies, objectives, and framework of risk management will be regularly reviewed on yearly basis, and promote and support the continuous development of the risk management system within the organization.
Nomination of Directors and Executives
Upon vacancy of the Company’s director office, the Nomination and Remuneration Committee shall have duty in recruiting and selecting a qualified candidate to be nominated to be the director by taking into consideration the candidate’s knowledge, competency, and expertise in various fields that are beneficial to the Company’s business and potential conflict of interests of the directors. The Nomination and Remuneration Committee is responsible for recruiting director by considering from the candidate whose qualifications are useful and proper for the Company as per details in the topic of “Scope of Authority of the Nomination and Remuneration Committee”.
The Annual General Meeting of Shareholders must approve the election of a director in replacement of a director who retires by rotation, with the majority of votes of shareholders attending the meeting and having voting rights. The election rules and procedures for directors are as follows.
- The Nomination and Remuneration Committee shall consider a list of qualified candidates for directors of the Company and propose to the Board of Directors for re-consideration prior to proposing to the Annual General Meeting of Shareholders for election. However, every shareholder has the right to nominate anyone for the position of the Company’s director.
- In case where the number of nominated candidates is less than the number of directors that should be elected in that time, all nominated candidates for directors shall be proposed to the Shareholders’ Meeting for election. The voting shall be conducted for election of each individual candidate with majority of votes.
- In case where the number of nominated candidates for directors is more than the number of directors that should be elected in that time, the shareholders shall cast their votes to elect individual candidates for directors not exceeding the number of directors that should be elected in that time. The directors shall be appointed in the descending order of votes earned by the candidates to meet the number of directors that should be elected in replacement of vacancy in other case other than an expiration of term by rotation, the Board of Directors may elect a replacing director for vacancy with votes of not less than three-fourth of the remaining number of directors. The person who is a replacing director shall be in his/her office for the remaining term of the vacated director.
In nominating Chief Executive Officer, the Nomination and Remuneration Committee shall consider a candidate
who has very necessary skills, experiences, profession, and specific qualifications for the Company’s maximum benefits, taking into consideration the potential conflict of interests. The nomination must be approved by the Board of Directors.
The Chief Executive Officer who is authorized to consider filling and appointing a person who has knowledge, competency, and experiences in the Company’s business to be filled in the executive position, and report to the Board of Directors, unless the position is in a level of Deputy Chief Executive Officer and higher which must be approved by the Board of Directors. In addition, the appointment of a head of department in management level related to audit functions must be firstly approved by the Audit Committee.
Control on Insider Trading
The Company establishes a policy to inform the department executives for understanding on obligation in reporting the Company’s securities holding by them, their spouse and nonfull aged child, and reporting the change of the securities holding to the Office of the Securities and Exchange Commission under Section 59, and Penalty under 275 of Securities and Exchange Act B.E. 2535 (1992).
- The directors and executives are required to prepare and deliver via the Company’s secretary the report of the Company’s securities holding by them, their spouse and non-full aged child, prior to every delivery to the Office of the Securities and Exchange Commission. The preparation and delivery shall be performed within thirty (30) days from the appointment date for holding the director and executive office or report of the change in securities holding within three (3) working days from the date of purchasing, selling, transferring or accepting the transfer of such securities under Section 59 and Penalty under Section 275 of Securities and Exchange Act B.E. 2535 (1992).
- The relevant directors, executives, and operators who are informed of the inside information which is essential and affects the change in the securities price shall suspend the trading the Company’s securities in the period prior to dissemination of the financial statements or dissemination of the financial position and status of the Company until after the Company’s public disclosure of information. The Company shall give a written notice to the directors and executives to suspend the trading of the Company’s securities for at least thirty (30) days in advance prior to the public disclosure of the information (Blackout period). They should wait for at least twenty-four (24) hours after the public disclosure of information, and are prohibited to disclose the essential information to other parties.
- In case where the inside information which has not yet been publicly disclosed is used in the insider trading of the securities as taking advantage against the third party whether in such period or not, the person who performs such act remains liable under the Securities and Exchange Act B.E. 2535 (1992). The Office of the SEC is entitled to call for submission of the acquired benefit, and may be punished for imprisonment of no more than 2 (two) years or imposed of the monetary fine for no more than two times of benefit acquired or will be acquired from violating act but not less than 500,000 Baht or both imprisonment and fine.
- The directors and executives are required to submit the stake holding report of their own or any related parties whereas such stakes are related to management of the Company or its subsidiaries. The first report must be submitted within 30 (thirty) days from the appointment as director or executive in the specified report form, and the report must be made upon every change within 30 (thirty) days after change in the specified report form.
- The Company’s directors, executives, staffs, and employees are prohibited to use its inside information which has or may have impact on the change in the price of its securities, has not yet been publicly disclosed, and has been perceived by them from their position or status, to purchase or sell or offer for purchasing or offer for selling or persuade other persons to purchase or sell or offer for purchasing or offer for selling its shares or other securities (if any) either directly or indirectly, and either such act will be performed for their own or other persons’ benefit, or such fact is disclosed to allow other persons perform such act whether they will gain benefit in return.
Compliance with Principles of Good Corporate Governance under International Standard Basis
The Company complies with the Principles and Code of Best Practice of the Stock Exchange of Thailand under Corporate Governance Code of the Listed Companies as per the following summary.
With emphasis of the Company on the rights of shareholders in proper, complete, adequate, timely, and equitable acquisition of the Company’s information to support decisions in all issues, therefore, the Board of Directors formulates the following policies.
- The Company shall deliver Appointment Notice to the Meeting together with an adequate meeting supporting information in agenda, specifying objective and reason, and opinions of the Board of Directors in every agenda in order to give the shareholders the opportunity to completely study information in advance prior to the date of the Shareholders’ Meeting at least fourteen (14) days. In case where the shareholder is unable to attend the meeting by presence, the Company gives the said shareholder the opportunity to enable to authorize any independent director or person to attend the meeting in lieu of him/her using Proxy delivered by the Company together with Invitation Notice to the Meeting.
- Equitably facilitate all shareholders to attend the meetings both in matters of suitable venue and time.
- In the Shareholders’ Meeting, the determined respective agenda shall be considered and voted without change in key information or unexpectedly add meeting agenda in the meeting. The shareholders are given the opportunity to have equitable rights to audit the Company’s operation, inquire, express opinions and suggestions, and the related directors and executives shall attend the Shareholders’ Meeting to reply queries in the meeting.
- Add the channel of news recognition of the shareholders via the Company’s website. News and details are particularly disclosed in the Company’s website. In case where Invitation Notice to the Meeting is disseminated prior to the meeting date in advance for convenient and complete download of the meeting agenda information by the shareholders.
- Establish a policy that every director must attend the meeting to reply queries from the shareholders together.
- Minutes of the meeting shall be completely, properly, quickly and transparently recorded in significant query and opinion aspects in the minutes of the meeting for verifiability of the shareholders. Moreover, the Company also records meeting video for reference storage. In addition, the Company shall disseminate the minutes of the Shareholders’ Meeting in the Company’s website for the shareholders’ consideration, and delivers such minutes to the Stock Exchange of Thailand within fourteen (14) days from the date of the said Shareholders’ Meeting.
Enhance convenience to the shareholders in receiving dividend by transfer of money into bank account (if dividend is paid) to facilitate the shareholders to receive dividend on time, prevent the problem of cheque damage and loss or arrival delay to the shareholders.
The Company determines an equitable treatment of all shareholders and therefore, the Board of Directors formulates the following policies.
- The Company shall deliver Appointment Notice to the Meeting and meeting supporting information for advance acknowledgement of the shareholders prior to meeting not less than fourteen (14) days to give the shareholders the opportunity to completely study information prior to the date of the Shareholders’ Meeting.
- Study the guideline to give the minor shareholders the opportunity to enable to nominate the directors or propose the additional meeting agenda prior to the Shareholders’ Meeting.
- Enhance facilitation to the shareholder who is unable to attend the meeting by presence by allowing the shareholder to authorize any person or at least one independent director to attend the meeting and pass resolution in lieu of him/her, and notify a name list of such independent directors in Appointment Notice to the Shareholders’ Meeting.
- Equitably treat all shareholders either being major shareholders or minor shareholders whether they are Thai shareholders or foreign shareholders.
The Company realizes and perceives the rights of stakeholders of all groups whether being the internal stakeholders such as shareholders, employees, and internal stakeholders such as customers, business partners, creditors, competitors, public sector, and other agencies, and the related nearby community due to the support of stakeholders to the Company for competitiveness and profitability of the Company. This is regarded as long-term value creation for the Company. Therefore, the following policies are formulated.
- Employee Treatment Policy and Guideline
The Company realizes that the employee is key high valued factor of the Company’s goal attainment. Thus, it is its policy to fairly treat its employees in terms of opportunity, emolument from the appointment and removal, and potential development, and the Company establishes the following practice for compliance with such policy.
- Treat the employees politely, and respect their individuality, as well as give fair emolument to the employees, establish provident fund for the employees, and emphasize on supervision of the employee welfare.
- Maintain working environment for safety of the employee life and property, and perform the employee appointment, removal, rewarding, and punishment in good faith on knowledge, competency and suitability basis of that employee.
- Emphasize on the employee development of knowledge and competency by giving a thorough and regular opportunity for the employee development of competency to have professional working potential.
- Attend opinions and suggestions on professional knowledge basis of the employees in the strict compliance with laws and regulations related to the employees.
- Shareholder Treatment Policy and Guideline
The Company always recalls that the shareholders are the business owners, and the Company is responsible for adding the long-term values to the shareholders. Therefore, the directors, executives and employees are required to comply with the following guidelines.
- Honestly perform duties and carefully, prudently and fairly make decision on any executions in accordance with the professional principle for both major and minor shareholders for maximum benefits of overall shareholders.
- Regularly and completely present the report of the Company’s status, turnover, financial and accounting information position, and other reports on fact basis.
- Inform all shareholders for equitable acknowledgement on future trend of the Company both in positive and negative aspects on probability basis with adequate supporting information and reason.
- Prohibit not to exploit for the personal and other person’s benefits using any information of the Company which is not publicly disclosed or taking any action in the manner that may cause conflict of interests of the Company.
- Customer Treatment Policy and Guideline
With the Company’s commitment on the development of goods and services of the Company and its associated companies for maximum satisfaction and benefits of the customers, and adherence to the customer treatment with responsibilities, honesty and customer care, therefore, the Company establishes a customer treatment policy as follows.
- Serve customers politely and enthusiastically and ready for service, greet with sincerity and willingness, and take care service user as if the close relatives, and render services rapidly, properly and reliably.
- Keep customer secret and not wrongfully utilize for personal benefit or other related party’s benefit.
- The Company adheres to the fair marketing under an operating policy for the customer acquisition of the accurate, non-distorting and ambiguous, or exaggerating advertising information of the Company’s services so that the customers can have accurate and adequate information for their decision making.
- Give advice on service procedure of the Company for the efficiency and maximum customer benefits.
- Take into account the quality and efficiency of the Company’s services other than the development of quality service management system, and pay attention on the occupational health and safety management so that customers can receive highest quality and efficient services.
- The Company takes into account the customer safety and commits to the quality and safe services received by customers as prescribed by standards, rules and regulations on international safety, and laws, and regular service development and improvement for the customer confidence on quality, standard and safety of the Company’s services.
- The Company establishes the customer relations system to be used in customer communication and efficient complaint on service quality by telephone to ensure the quick fulfillment of customer needs.
- The Company organizes the activities for reinforcement of sustainable relationships between customers and the Company.
- Business Partner and/or Creditor Policy and Guideline
The Company has a policy that the employees shall fairly and honestly treat the business partners and/or the creditors of all parties, not take advantage with the business partners by taking into account maximum benefits of the Company, fair return receiving basis for both parties, and avoid situation that causes conflict of interests, negotiate to solve problems on business relationship basis as per the following practical guideline.
- Not demand or receive or pay any benefits which are dishonest in trading with business partners and/or creditors.
- In case where there is information that demand or receiving or paying any dishonest interests occurs, the details must be disclosed to business partners and/or creditors, and mutually, the problems must be fairly and quickly solved.
- Strictly comply with agreed conditions. In case of the failure to comply with any clauses of conditions, the creditors must be hurriedly informed for the advance acknowledgement to mutually find the guideline of problem solving.
- Competitor Treatment Policy and Guideline
The Company has a business competitor treatment policy not to violate secret or perceive business secret of its competitors by fraudulent means and therefore, formulates the following principle of policy.
- Behave and conduct under the framework of rule of good competition.
- Not seek for the secret information of the business competitors by dishonest or improper means.
- Not destroy reputation of the business competitors with pessimism accusation.
- Social, Quality, Safety, Occupational Health, and Environmental Responsibility Policy
The Company seriously commits to its business operation under the Corporate Governance Code and fair business operation, together with the participation in responsibilities toward society, community, environment, stakeholders, and all related parties of the Company, and continuous operating development in quality, safety, occupational health, and environment.
With the Company’s awareness on the significance of coexisting society and intention of mutual sharing on supervisions and responsibilities toward stakeholders in all areas where the Company enter for business operation, the Company is participative in improvement of the quality of life for community and society through all-around support of life development, such as granting the supporting fund in education and sport, creating jobs, and distributing income to the community, supporting LPG for cooking to the schools in the areas, and deficient areas. Moreover, the Company also emphasizes on safety standard as it has been well known that the Company which operates the business of LPG distribution must be trusted and confident on maximum safety. Thus, the Company establishes a policy to strictly operate business under laws, rules, standards and regulations, and reiterates the entrepreneurs in various sections to execute under the same principle. The knowledge and accident prevention trainings are regularly organized by the officers of the Department of Energy Business to the entrepreneurs as well as gas filling employees.
In keeping with the aforesaid intention and concept, therefore, the Company establishes a social, quality, safety, occupational health, and environmental responsibility policy as follows.
Fair Business Operation
The Company transparently executes under the clear formulation of working rules for different sections, strict enforcement for creating the working equality, and efficient governance of the management system. Therefore, the following policies and practical guidelines are established as follows.
- Honestly engage the business and operate the business under social responsibilities in terms of laws, code of conduct, and commitment of benefaction with individuals, group of community, society and environment.
- Engage the business under standard operating system and good control, using full knowledge and competency with prudent practice by adequate information and evidence which is referable and strictly observed in accordance with the related laws and requirements.
- Fairly treat customers and business partners, not demand or accept any unjust interests from the business partners. In case of failure to comply with any clauses of conditions, the business partners shall hurriedly be informed in advance to mutually find the corrective guideline.
- Not disclose information of the customers perceived by the Company as the result of business operation which is the information that should be normally reserved and not disclosed unless it is the disclosure according to legal duty.
- Allow the customers to complain about imperfection of goods and services.
- Properly and completely disclose news and information of products and services.
- Fairly comply with the customer agreements and conditions, and in case of failure to comply with the agreements and conditions, the customers must be hurriedly informed to mutually find a solution.
- Respect intellectual property right of other persons whereas the Company establishes a policy of the personnel’s compliance with laws or requirements relating to the intellectual property rights, such as the application of legal copyrighted computer program.
- Promote and culture consciousness to the Company’s personnel in all levels for the social responsibilities.
The Company manages its business on transparency and ethics basis, adheres to the Corporate Governance Code, and complies with the laws relating to corruption prevention and resistance as per details apparent in the policy and anticorruption policy of the Company.
Respect for Human Rights
The Company has a policy to support and respect human right protection by treating the related parties whether being employees, surrounding community and society with respect on humanity right, concerning on equality and equitable freedom, non-infringement of basic rights, and non-discrimination whether in the matters of race, nationality, religion, language, color skin, sex, age, physical condition, or social status. In addition, the Company also supervises its business not to be involved in infringement of human rights, such as the employment of child labor and sexual harassment, etc. Moreover, the Company promotes monitoring the compliance with the requirement of human rights through an arrangement of the participation in opinion expression, and complaint channel for victim from the right infringement as the result of the Company’s business operation and remedy as appropriate.
For efficient respect for human rights, the Company also creates body of knowledge on human rights and cultures consciousness to its personnel for compliance with the principle of human rights.
Fair Labor Treatment
The Company always realizes on a significance of human resource development and fair labor treatment as key factor that contributes to an addition of the business value, and reinforcement of sustainable competitiveness and growth of the Company in the future. Therefore, the Company has formulated the policies and practical guidelines as follows.
- Respect the right of the employees in accordance with the principle of human rights and comply with labor law.
- Establish the employment process and fair employment condition, remuneration determination, and consideration on achievement and feat under fair performance assessment process.
- Promote personnel development by organizing teaching, seminar, training, and sending personnel to attend technical seminars and trainings in the various related fields for developing knowledge, competency and potential of the personnel, and culturing good attitudes, virtue, morality and teamwork to the personnel.
- Organize welfare in various areas for the employees as required by laws, such as social security, etc., other than what are required by laws, such as health insurance and accident insurance, etc., and provide different types of grants to the employees.
- Provide annual medical examination service for the personnel in all levels of the Company by considering from risk factor based on level, age, sex and working environment of each person.
- Always execute safe and hygienic work performance of the employees in good work place under the establishment of accident occurrence prevention measure, reinforcement of employees to have safety consciousness, and organizing of training and promotion of healthy employees, and maintenance of work place for hygiene and safety.
- Give the employees the opportunity to enable to express opinion or complain on unfair treatment or improper act in the Company, and protect the employees who report such matters.
The Company aims for the continuous development of products and services of the Company and the associated companies for maximum customer satisfaction and benefit, and adheres to customer treatment with responsibility, honesty, and customer care, under the following execution.
- The Company takes into account the quality and efficiency in products and services of the Company. The companywide quality is managed with a quality management tool, knowledge management, and productivity, to ensure that its customers will receive products and services with the highest quality and efficiency.
- Comply with the quality law, and the relevant standards, rules and regulations, and other requirements.
- Encourage and create an awareness of the workers on a significance of quality maintenance and upgrade by communicating a practical guideline for the companywide understanding.
- Allocate the necessary resources and information, and support the participation of the workers, counseling, and development of the personnel to be ready and consistent with the objective and target in quality.
- Continuously communicate the operation and effectiveness in quality to the stakeholders, as well as overhear the recommendations to be used in review and improvement of the operation, and development, improvement and correction, and implementation in accordance with the policies and practices to be modern, to ensure the support on the changing law, environmental situation and social condition.
- The Company adheres to the fair marketing under an operating policy for the customer acquisition of the accurate, non-distorting and ambiguous, or exaggerating advertising information of the Company’s services so that the customers can have accurate and adequate information for their decision making.
- The Company takes into account the customer safety, and commits to the quality products and services received by customers as required by laws, and always develops and improves services to make the customer confident of the Company’s quality, standard and service.
- The Company establishes the customer relations system to be used in customer communication and efficient complaint on quality and service by telephone to ensure the quick fulfillment of customer needs.
Safety and Occupational Health Policy
With the Company’s awareness on a significance of safety and occupational health by focusing on safe work performance in every procedure of work process to prevent the effect toward the employees, anyone who works in the area, property, community, and environment, the Company aims for the following execution.
- Strictly comply with laws and standards, as well as regulations promulgated in safety and occupational health.
- Continuously and sustainably develop safety, occupational health, working environment management system.
- Systematically manage risk management in safety and occupational health in formulating control and abatement measure for risk due to work performance, and determining a guideline for emergency and crisis management, to prevent incident which may cause loss or may result in injury and illness of the workers and stakeholders.
- Encourage and create an awareness of the workers on a significance of safety and occupational health by communicating a practical guideline for the companywide understanding.
- Communicate the operation and effectiveness in safety and occupational health to the workers and stakeholders, as well as overhear the recommendations to be used in review and improvement of the operation for the maximum efficiency.
- Emphasize on the workers’ safety, occupational health, and working environment, and promote both healthy body and mind of the worker.
- Allocate the necessary resources and information, and support the participation of the workers, counseling, and development of the personnel to be ready and consistent with the objective and target in safety and occupational health.
With the Company’s emphasis on the surrounding community and society under awareness that the Company is part of the society in jointly stepping toward social and environmental development for continual sustainability, therefore, the Company continuously organizes the community and social activities together with business operation under the overall community and social responsibility as follows.
- Establish a business operation policy under main concern on environmental condition and strict compliance with the applicable environment-related laws and regulations.
- Establish clear Corporate Social Responsibility (CSR) Implementation Policy, and observe inside the organization.
- Encourage the employees of the Company to be conscious and responsible for environment and society.
- Respect to customs, traditions, and cultures of each locality entered to operate business by the Company.
- Regularly do activities for mutual social, community and environmental creativity for the community where the Company is located to have better quality of life both by the Company’s execution and cooperation with government sector and public sector agencies, and community.
- Appropriately cooperate in activities with the community around the areas where the Company enter for business operation as the case may be.
- Rapidly and efficiently respond to the circumstance affecting environment, community, life and properties as the result of the Company’s operation by full cooperation with the government officers and related agencies.
- Protect, prevent, and abate an environmental impact, adequately and sustainably using resources in accordance with the principle of the circular economy.
- Safely work in all work procedures and processes, not resulting in damage to themselves, the related parties, properties, community, and environment.
- Support the purchase and procurement of products, goods, equipment, and services as appropriate, by taking in account safety, environment friendliness, waste occurrence reduction, and energy saving.
- Continuously promote the development, improvement, correction, and implementation in accordance with the policies, rules and practices to be modern to ensure the support on the changing laws, technological development, energy consumption and conservation, environmental situation, and social condition.
Community or Social Development Participation
The Company establishes the social assistance and development policy due to its realization on the community and social responsibilities as follows.
- The Company has an appropriate social and community support and assistance policy particularly for the community around gas depot and LPG filling plants of the Company.
- The Company gives the community and related parties the opportunity to participate in remarking opinions for the projects that may affect community, and proposing comments or complaints as the result of the Company’s operation.
- The Company cooperates in operation in accordance with the prepared international standards or agreements in the matters to contribute to prevention or mitigation of the environmental impact.
- The Company has a youth educational support policy through scholarship support, skill enhancement equipment support for learnings to the schools, etc.
- The Company gives precedence to a rapid and efficient respond circumstance that affects community, society and environment as the result of the Company’s operations.
- The Company promotes its employees to be conscious and responsible for environment and society.
- The Company truly aims at supporting the participation of the employees and business partners in preservation of natural resources, contributing to natural resource restoration and care to maintain the natural resource abundance, and creating an awareness of sustainable resource conservation. The environmental conservation projects are continuously organized under expectation on participation of all segments in natural conservation, and also culturing awareness of social benefits.
The Board of Directors has a policy to disclose financial data and information and others related to the Company’s business and turnover accurately, truly, fully, sufficiently, regularly, and timely to reflect the real financial status and performance, as well as the future of the Company’s business.
In addition, the Company also aims for the supervision to ensure a strict compliance with laws, regulations, and rules regarding disclosure of information and transparency. The Company publishes the information on its website both in Thai and English language through the channels of mass media and publicity media of the Stock Exchange of Thailand for thorough acknowledgement of the shareholders and other related parties on the Company’s information. The Company also improves and alters to be consistent with the guidelines promulgated for enforcement by the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
The personnel of Investor Relations Department is assigned by the Company to perform communication with the investors or shareholders, and institutional investors and minor shareholders. The Company regularly holds the meeting to analyze operation results and disseminate corporate information both of financial information and general information to the shareholders, securities analysts, credit rating company, and related government agencies via various channels, such as report to the Stock Exchange of Thailand, Office of the Securities and Exchange Commission, and website of the Company. Moreover, the Company also gives precedence to a regular disclosure of its information both in Thai and English language for thorough news acquisition of the shareholders or other related parties by publicizing via mass media, or the Company’s website. The information will be always updated whether being movement news, visions, missions, financial statements, public relations news, annual report, structure of the Company and executives, structure of the shareholding and name list of the major shareholders.
In addition, the Company emphasizes on financial report indicating true financial position and turnover of the Company on accurate, complete and adequate accounting information basis in accordance with the Generally Accepted Accounting Standards. The Company shall disclose information of each director, and roles and duties of the Board of Directors, and Sub-Committees of the Company in Annual Report of the Company (Form 56-2), and Annual Registration Statement Form (Form 56-1), and disclose remuneration of the directors and senior executives in Annual Report of the Company (Form 56-2) and Annual Registration Statement Form (Form 56-1).
The Board of Directors is accountable to its shareholders regarding the business operations of the Company and corporate governance to meet its goals and guidelines for maximum benefits of the shareholders under concern on interests of all parties of stakeholders.
The Board of Directors has duties to comply with laws, the Company’s objectives and Articles of Association, and resolutions of the Shareholders’ Meeting. It shall perform duties with due care and honest in the best interest of shareholders and stakeholders both in short term and long term to ensure that the operations of the Company is in the direction most beneficial to the shareholders and stakeholders. The Board of Directors shall oversee the preparation of the Company’s vision, mission, goals, policies, operational directions, strategic plans, work plans, and annual budgets; and mutually express its opinions for understanding of the overview of the business prior to consideration and approval, and monitoring the management to meet the predetermined goals adhering to the guidelines of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
The Board of Directors establishes a comprehensive internal control system of the Company both in finance and operation to comply with the related laws, regulation, and rules, and also establishes efficient and adequate checking and balancing mechanism to protect and safeguard the Company’s assets all the time, determines a hierarchy of approval authority and responsibilities of the executives and employees under checking and balancing system in determining work rule in writing. The independent internal auditor and Internal Audit Department of the Company are responsible for auditing the work performance of all work units in accordance with the established rules and assessing the efficiency and adequacy of the internal control of work units inside the Company.
Control on Use of Inside Information
The Board of Directors recognizes on the importance of the good corporate governance. To ensure transparency and prevent the use of the Company’s non-publicly disclosed inside information for personal exploitation, the Company has established a policy for use of the Company’s information as follows:
- The Company shall educate the directors, executives, and persons holding a management level in accounting or finance line which is a department director level and higher or equivalent about their duties, to prepare and submit a report of their and their spouses and non-full aged children’s holdings of the Company’s securities to the Office of the Securities and Exchange Commission under Section 59 and penalties under Section 275 of the Securities and Exchange Act B.E. 2535 (1992).
- The Company requires the directors, executives, and persons holding a management level in accounting or finance line which is a department director level and higher or equivalent, to prepare and submit a report of their and their spouses and non-full aged children’s holdings of the Company’s securities to the Company Secretary before submitting it to the Office of the Securities and Exchange Commission within thirty (30) days from the appointment date to assume the director and executive office, or a report of any changes in their holdings of securities within three (3) days from the day of purchase, sale, transfer, or acceptance on transfer of such securities.
- The Company requires the directors, executives, and persons holding management level in accounting or finance line which is a department director level and higher or equivalent, and the related officers who are informed of material inside information that affect change in securities prices shall suspend trading the Company’s securities.
Within the period prior to the dissemination of financial statements or financial position and status of the Company until the Company’s public disclosure of information, the Company shall notify the directors, executives, persons holding management level in accounting or finance line which is a department director level and higher or equivalent, and the related officers in writing to suspend trading the Company’s securities within the period of at least thirty (30) days prior to the public disclosure of information. They should wait at least twenty-four (24) hours after the public disclosure of such information and they are prohibited not to disclose such essential information to other parties.
- Determine a disciplinary punishment in case of violation on use of inside information for personal exploitation, starting from the written warning, pay reduction, temporary job suspension without pay, or dismissal. The punishment shall be considered from the intention of the act and gravity of such offense.
Roles and Duties of the Board of Directors
The Company requires its directors to comply with roles and duties prescribed in the Charter of the Board of Directors, and Code of Best Practice for Directors of Listed Companies according to the guideline of the Stock Exchange of Thailand. The Board of Directors must understand and be informed of their roles, duties, and responsibilities and must perform their duties in accordance with laws, the Company’s objectives and Articles of Association, resolutions of the Shareholders’ Meeting, Charter of the Board of Directors, and corporate governance policy of the Company with honesty and under main concern on the benefits of the Company and shareholders. However, the Board of Directors shall formulate the policies, business goals, business plans, and budgets of the Company, and supervise to ensure the operation of the Management in accordance with the determined policies, work plans and budgets efficiently and effectively in the best benefits of the Company and overall shareholders.
Board of Directors' Meeting
The Company complies with the rules regarding the Board of Directors’ Meeting as specified in Public Limited Companies Act B.E. 2535 (1992) (including Amendment) and the Company’s Articles of Association. The Company is required to hold the Board of Directors’ Meeting and determine meeting agenda in advance, and notify each director of such schedule. The Company shall send the meeting documentation to the directors in advance at least seven working days prior to the meeting date.
The number of the Board of Directors’ Meetings shall be in accordance with the appropriateness for the obligations and responsibilities of the Board of Directors and the nature of business of the Company, but not less than one meeting must be held in every three months.
The Company establishes as policy that the directors’ remuneration must be approved by the Shareholders’ Meeting as per the following criteria of consideration.
- The Company’s turnover in comparison with the remuneration of directors of the listed companies in Stock Exchange that engage in the business with the similar business size and nature
- Experiences, roles, obligations, scope of duties and responsibilities of each director
- Benefits expected by the Company to be obtained from each director
- The determined remuneration must attract the directors who possess qualifications appropriate for the need and situation of the Company to be the director.
Annual Report of the Board of Directors
The Board of Directors is responsible for preparing the Company’s financial reports and the financial information presented in Annual Report. Financial statements are prepared in accordance with the Generally Accepted Accounting Standards by adopting the appropriate accounting policies under regular observance and exercise of careful discretion in preparation and determination of an adequate disclosure of the important information in notes to financial statements. The Board of Directors shall assign the Audit Committee to oversee the quality of financial reports and remark opinions to the Board of Directors.
In addition, the Company has still established the policies to support the concept of awareness on good corporate governance in other areas as follows.
The Company gives precedence to anti-corruption and adheres to virtue, ethics, management transparency, and responsibilities toward stakeholders of all parties in its business operation. Therefore, the Company has set a guideline for proper conduct of the Board of Directors, Management, and employees in its Business Ethics and Employee Code of Conduct, which are part of “Corporate Governance” of the Company.
Corruption means “performing or refraining from performing duties or improper exercising of ex officio authority, violation of laws, ethics, regulations, or policies of the Company to gain undue advantage in various forms, such as demanding, receiving, proposing, or giving property or any other benefits to government officials or anyone dealing business with the Company, etc.”
The Company has established an anti-corruption policy as the following practical guideline:
- Directors, executives, and employees shall not perform or support any fraudulent or corrupt activities under no circumstances, and shall strictly comply with anticorruption measures.
- The Board of Directors, executives, and all employees must comply with an anti-corruption policy both in direct or indirect means, without involvement in corruption whether being offering, giving commitment, asking, demanding, giving or receiving bribes, actions, or behavior indicating corruption in every locality in which the Company operates.
- The Company shall communicate and publicize both inside and outside the organization to strengthen knowledge, understanding, and cooperation to deter those who want to commit a corrupt act against the Company.
- The Company shall prepare a clear operational process, which includes the assessment of corruption risk, and regular monitoring and reviewing process to be consistent with the changing business and relevant laws.
- The Company shall provide fairness and protection for the employees who refuse or report corruption related to the Company through the designated channel. A corrupt person shall be subject to a disciplinary action in accordance with the rules set by the Company and may be legally punished if such action is illegal.
- Upon detection of the employee on any act within the scope of corruption related to the Company, he/she must notify the superior and responsible work unit.
- The corporate culture that is honest and committed to fairness shall be created and training shall be arranged for the organizational employees to encourage its employees to be honest with their duties and ready to strictly adhere to the principles and code of conduct on good corporate governance policy as the operational practices throughout the organization.
- Any activities under anti-corruption policy shall apply the practical guidelines set out in Code of Business Conduct Manual, good corporate governance policy as well as rules and related operating manuals of the Company as well as any other guideline the Company deems appropriate to prescribe for compliance with this policy. All directors, executives, and employees shall exercise due diligence in the following matters:
- Giving or receiving gifts, entertainment, and expenses for giving or receiving gifts and entertainment shall comply with Company’s regulations.
- Giving or receiving donations for charity or subsidy from giving or receiving donations shall be transparent and legal. The payee shall be monitored to report the operational results according to the purpose of obtaining money from the Company for business relations and procurement. It is prohibited to give or accept bribes in business operation and procurement of all kinds. The Company’s business operation and contact shall be transparent, honest, accountable, and subject to relevant business laws and rules.
- Do not use any funds or resources of the Company to support political activities to any political candidate who is politician or political party.
Nevertheless, the Company shall consider the fairness and protection, and shall not demote, penalize, or cause a negative effect to the employees who refuse corruption even though the said action will make the Company lose a business opportunity. The Company shall focus on communication and understanding with those involved with the Company in order to comply with this anti-corruption policy.
In addition, the Company shall provide a whistle blowing channel for directors, executives, employees, and all stakeholders of all groups to submit a complaint or whistleblowing directly to Internal Audit Department or directly to the Audit Committee or through the Management of the Company. The determined channels of complaint or whistleblowing include the Company’s website, e-mail or mail, which are effective on 14 November 2016 onwards.
Approval Measures and Procedures for Related Party Transactions
The related party transactions or connected transactions of the Company shall be entered in accordance with rules set in the Securities and Exchange Act and Notification of the Capital Market Supervisory Board No. TorJor. 21/2551 on the Rules of the Related Party Transactions and Notification of the Securities and Exchange Commission on the Information Disclosure and Practices of Listed Companies in Related Party Transactions, as well as related rules of the Securities and Exchange Commission and/or Stock Exchange of Thailand and regulations related to the disclosure of related party transactions in notes to financial statements audited by auditor of the Company, Annual Report, and Annual Registration Statement (Form 56-1).
If the Company is required by laws to gain approval from the Board of Directors’ Meeting or Shareholder’s Meeting before entering into a related party transaction in any matter, the Company shall assign the Audit Committee to review and provide comments on such transaction. The opinions of the Audit Committee will be presented to the Board of Directors’ or Shareholders’ Meeting, whichever the case may be, to ensure that the proposed transaction is in the best benefit of the Company.
In case of a related party transaction between the Company and/or subsidiaries and a person who may have conflict of interest or stake or may have conflict of interest in the future, the Audit Committee will remark an opinion on the necessity of entering into such transaction and the reasonableness of price of such transaction, by considering various conditions in line with the nature of ordinary course of business in the industry, and/or comparing with the price of a third party and/or market price and/or price or terms of such transaction at the same level with a third party, and/or enabling to indicate that the transaction has reasonable pricing or reasonable and fair conditions. If the Audit Committee is not proficient in consideration of the contingent related party transactions, the Company will assign its independent expert or auditor to provide comments on such related party transaction to be used to support the decision of the Board of Directors, Audit Committee and/or shareholders, whichever the case may be, to serve as a guideline for considering the necessity and the reasonableness of entering into important related party transactions.
In approving a related party transaction, the party who may have
conflict of interest or stake in the transaction shall have no right to vote for approving such related party transaction in order to ensure that such transaction will not be a removal or transfer of interest between the companies or shareholders of the Company but is a transaction considered by the Company to be in the best benefit of all shareholders.
In principle, the Management can approve such transactions if those transactions have trade agreements in the same way that any reasonable man should deal with a general partner in the same situation under bargaining power without his/her influence as a director, executive or related party. The Company shall prepare a summary report of such transactions to be reported to the next Board of Directors’ Meeting.
Related Party Transaction Policy
- The directors and Executives of the Company shall prepare the stakeholding report of their own or their related parties, and inform the Company so that the Company will have information for internal use for execution in accordance with the regulations on the related party transactions.
- If the Company enters into any contract or related party transaction with its subsidiaries, associated companies, related companies and/or third parties, the Company shall consider the necessity and suitability in entering into such contract, mainly taking into consideration the interest of the Company. The related party price shall be charged under the same terms and conditions as the general customers at fair market value. The Company shall use the same price and terms as the Arm’s Length Basis, which is fair and reasonable for the best benefit of the Company and all shareholders. If such price is unavailable, the Company shall consider price comparison of products or services with the third parties under the same or similar conditions or may utilize the report of an independent appraiser hired by the Company in comparison of the prices for significant related party transactions to ensure that the prices are reasonable for the best benefit of the Company and all shareholders.
- The Company shall conduct a financial assistance transaction with its subsidiaries and associated companies, such as working capital in the form of loan, guaranteed loans with caution for the best benefit of the Group by charging the related party consideration, such as interest or guaranteed fee at market price on the transaction date.
- In case where the value of the related party transaction is within the criteria requiring the request of approval from the shareholders, the stakeholding shareholders can attend the meeting as part of a quorum but having no voting rights. The stakeholders are not counted in vote calculation basis for approving the related party transactions. Therefore, no problem with quorum and vote is derived from such criteria.
- The stakeholding directors or executives in any matters are not entitled to vote and disallowed to attend the meeting or approve the transactions in such matters.
In case of entry into related party transactions in the future, the Company shall comply with the Securities and Exchange Law, regulations, notifications, orders or requirements of the Capital Market Supervisory Board, Office of the Securities and Exchange Commission, and Stock Exchange of Thailand. The transactions must not be a removal or transfer of interests between the Company or its shareholders, but must be the transactions under concern of the Company on best benefits of the Company and all shareholders.
In case of the normal transactions that are expected to continuously occur in the future, the Company shall execute in accordance with rule and practical guideline for general trade referring to prices and conditions that are suitable, fair, reasonable, and accountable. Such transactions shall be entered in accordance with terms of the agreement with general commercial terms as approved by the Board of Directors’ Meeting.
In this regard, the Management shall prepare a list of the summary of such transactions to be annually reported to the Audit Committee.
The Company’s related party transactions shall be disclosed in accordance with laws and rules set by the Office of the Securities and Exchange Commission and Stock Exchange of Thailand, and in line with the accounting standards related to the Company or related parties of the Federation of Accounting Professions.
Conflict of Interest Prevention Policy
To declare the Company’s intention on its realization of the importance on preventing a conflict of interest and protecting the Company and shareholders’ maximum interests, the Company has established the following policy and practical guideline:
- The directors, executives, and employees of the Company are prohibited to use the Company’s opportunity or information for personal benefits or competition with the Company’s business.
- Any business decision of the personnel at all levels must be made in business activity operation for the best interest of the Company only. It is considered as duty of personnel at all levels to avoid financial involvement or relationship with other third parties that will result in loss of the Company’s interests or conflict of faith or interest or obstruction of the efficient duty performance. The related or connected parties of the considered transactions must disclose the information about such conflict of interest for acknowledgement of the Company on their relationship or connection in such transactions and must not participate in consideration and approval of such transactions.
- In case of an entry into the related party transaction with potential conflict of interest, the Board of Directors shall take action in accordance with the determined written measures and procedures for approval of related party transactions.
Investment Policy and Governance Policy for the Operation of the Subsidiaries
- The Company gives precedence to and focuses on investing in activities with potential growth to generate good return on investment in liquefied petroleum gas which is the core business of the Company, with a focus on business expansion or increase in production capacity of the Company in various areas.
- The Company has a policy to invest in businesses that can support and promote its core business by possible means of purchasing shares or acquiring other related business.
- The Company may consider investing in other noncore businesses in the future. The investment shall be consistent with the Company’s business condition and strategic plans.
- In considering the investment in various projects of the Company, the Company shall analyze the feasibility of the project and consider the related factors as support, including investment risk in the project, business expansion trend, value addition, worthiness of the project, and increase in competitiveness of the Company, etc. The Company shall assign its experts (or external expert as the case may be) to consider the investment in such a project prior to investment, and present an investment plan to the Board of Directors for consideration, and provide recommendations to minimize potential investment risks.
- In case of the joint venture with other persons, the Company shall verify to make sure that the joint investor of the Company is appropriate and credible, and has none of an embezzling or fraudulent history or behavior in the past.
- In case of necessity on any hedging or insurance in investment, the Company shall provide hedging or insurance as appropriate.
- The Company’s investment shall be performed in the same manner as the Arm’s Length Basis by always checking and preventing potential conflict of interests in each of such investments.
- A request for an investment approval of the Company shall comply with the Notification of the Capital Market Supervisory Board on the Criteria for Entry into Significant Transactions within Acquisition or Disposal of Assets, and the Notification of the Stock Exchange of Thailand on the Information Disclosure and Other Practices of Listed Companies Concerning the Acquisition or Disposal of Assets B.E. 2547 (2004)
The Company has established a written Code of Conduct to serve as guideline for good business practices and for proper operation in order to build the corporate foundation of the stable business operation. The Company shall ethically and legally conduct its business in accordance with the requirements, and respect the rights of traders and customers of the Company as well as equally accountable to the related parties and personnel of the Company. Every personnel of the Company whether being the Board of Directors, executives, and every staff member shall be treated in the same way under a framework of ethics, virtue, honesty and orderliness, whether or not such persons have signed for acknowledgement.
The Company also establishes a policy to yearly review and update its Code of Conduct to be appropriate for the changing situations and gives precedence to an implementation for fair, equitable, transparent treatment of shareholders in all sectors, and presentation of the accurate and adequate information. The Company’s Code of Conduct has been disseminated via the Company’s website and Annual Report in order to build a good understanding and encourage the compliance of its directors, executives, and employees at all levels, and stakeholders, and communicate and disseminate the said Code of Conduct to new employees for thorough acknowledgement.