The Board of Directors gives precedence to operations under Code of Best Practices that will ensure the Company Group to become efficient organization both in terms of business operation and good management.
For ethical responsibility of business operation, the Company therefore has applied Principle of Good Corporate Governance as operating guideline of the Company for benefit of the Company's business operation and promotion of transparency and efficiency of the Management. According to the emphasis of the Board of Directors to prudent and circumspect management for creation of confidence of the shareholders and stakeholders toward the efficiency of the Company's business operation for maximum benefits of the Company.
Four sets of the Sub-Committees,
consisting of Audit Committee, Nomination and Remuneration Committee, Executive Committee, and Risk Management Committee, therefore are appointed to closely supervise specific matters of the business, 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 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 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 must be carried out 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 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 have authority to control the Company's business by considering screening business plan and annual budget to be presented to the Board of Directors, establishing financial and investment policies and direction of the investment policy to be in line with the Company's policies, considering important matters related to the Company's operations, and considering and providing suggestion for all types of works proposed to the Board of Directors.
Nomination of Directors and Executives
Upon vacancy of the director office, the Nomination and Remuneration Committee shall recruit and select a qualified candidate to be nominated to be the director, 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 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 and propose to the Board of Directors for 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.
If 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. 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 the 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 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 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.
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 higher than a level of Deputy Chief Executive Officer 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 holding of the Company's securities by the shareholder, spouse and non-full aged child of the shareholder, 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).
In addition, the Company also has a policy to prohibit the directors and executives not to use the Company's inside essential information which has not yet been publicly disclosed for personal or other person's benefits, and trade securities of the Company in the manner that the directors, executives and employees in work units who are informed of inside information should avoid or suspend their trading of the Company's securities in one (1) month period prior to public disclosure of information, and should wait for at least twenty-four (24) hours after public disclosure of information, and also prohibit the said directors and executives not to disclose essential information to other parties.
Moreover, the directors and executives are required to submit 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 thirty (30) days from the appointment as director or executive in the specified report form, and the report must be made upon every change within thirty (30) days after change in the specified report form.
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, the Board of Directors therefore formulates the following policies.
- The Company shall deliver Appointment Notice to the Meeting together with 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 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 channel of news recognition of the shareholders via the Company's website. News and details are disclosed in the Company's website particularly. In case where Invitation Notice to the Meeting is disseminated prior to the meeting date in advance for convenient and complete download of meeting agenda information by the shareholders.
- Have 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 minutes of the Shareholders' Meeting in the Company's website for consideration of the shareholders, 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 equitable treatment of all shareholders and the Board of Directors therefore 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 open the minor shareholders the opportunity to enable to nominate the directors or propose 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 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 internal stakeholders such as shareholders and employees, and internal stakeholders such as customers, business partners, creditors, competitors, public sector, and other agencies, and the related nearby community due to 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 the Company's policy to fairly treat the employees in terms of opportunity, emolument from 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. Give fair emolument to the employees, establish provident fund for the employees, and emphasizes on supervision of the employee welfare.
- Maintain working environment for safety of the employee life and property. Employee appointment, removal, rewarding, and punishment shall be performed in good faith on knowledge, competency and suitability basis of that employee.
- Emphasize on the employee development of knowledge and competency by giving 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 strict compliance with laws and regulations related to the employees.
- Shareholder Treatment Policy and Guideline
The Company always recalls that the shareholders are business owners, and the Company is responsible for addition of long-term values to the shareholders, 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 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 development of goods and services of the Company and its associated companies for maximum satisfaction and benefits of the customers, and adherence to customer treatment with responsibilities, honesty and customer care, the Company therefore establishes 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 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 fair marketing under operating policy for customer acquisition of accurate, not distorting and ambiguous, or exaggerating advertising information of the Company's services so that the customers can have accurate and adequate information for decision making.
- Give advice on service procedure of the Company for efficiency and maximum customer benefits.
- Take into account quality and efficiency of the Company's services other than development of quality service management system, and pay attention on occupational health and safety management so that customers can receive most quality and efficient services.
- The Company takes into account customer safety and commits to 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 customer confidence on quality, standard and safety of the Company's services.
- The Company establishes customer relations system for use in customer communication and efficient complaint on service quality by telephone to ensure quick fulfillment of customer needs.
The Company organizes 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 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, fairly and quickly solve problems.
- Strictly comply with agreed conditions. In case of failure to comply with any clauses of conditions, the creditors must be hurriedly informed for 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 framework of rule of good competition.
- Not seek for secret information of the business competitors by dishonest or improper means.
- Not destroy reputation of the business competitors with pessimism accusation.
- Social and Environmental Responsibility Policy
The Company seriously commits to business operation under the Principles of Good Corporate Governance and fair business operation, together with participation in responsibilities toward society, community, environment, stakeholders, all related parties of the Company. With the Company's awareness on significance of coexisting society and intention of mutual sharing on supervision and responsibilities toward stakeholders in all areas where the Company enter for business operation, the Company is participative in improvement of 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 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 Department of Energy Business to the entrepreneurs as well as gas filling employees.
In keeping with the aforesaid intention and concept, the Company therefore establishes a social and environmental responsibility policy as follows.
Fair Business Operation
- The Company transparently executes under clear formulation of working rules for different sections, strict enforcement for creation of working equality, and efficient governance of management system. The following policies and practical guidelines are therefore 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 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 agreements and conditions, the customers must be hurriedly informed to mutually find 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 intellectual property rights such as application of legal copyrighted computer program.
- Promote and culture consciousness to the Company's personnel in all levels for social responsibilities.
Respect for Human Rights
The Company has a policy to support and respect human right protection by treatment to the related parties whether being employees, surrounding community and society with respect on humanity right, concern on equality and equitable freedom, non-violation 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 the Company's business not to be involved in violation of human rights such as employment of children and sexual harassment, etc. Moreover, the Company promotes monitoring the compliance with requirement of human right through arrangement of participation in opinion expression, and complaint channel for victim from violation of right 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 the Company's personnel for compliance with the principle of human rights, fair labor treatment.
The Company always realizes on significance of human resource development and fair labor treatment as key factor that contributes to addition of the business value, and reinforcement of sustainable competitiveness and growth of the Company in the future. The Company therefore 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 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 various related fields for development of knowledge, competence and potential of the personnel, and culture good attitudes, virtue, morality and teamwork to the personnel.
- Organize welfare in various areas for 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 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 duty performance of the employees in good work place under establishment of accident occurrence prevention measure, reinforcement of employees to have safety consciousness, and organizing of training and promotion of the 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.
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, the Company therefore continuously organizes community and social activities together with business operation under overall community and social responsibility as follows.
- Establish a business operation policy under main concern on environmental condition and strict compliance with applicable environment-related laws and regulations.
- Establish clear Corporate Social Responsibility Implementation Policy, and observe inside the organization.
- Encourage the employees of the Company to be conscious and responsible for environment and society.
- Respect 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 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 assets as the result of the Company's operation by full cooperation with government officers and related agencies.
Community or Social Development Participation
The Company establishes the social assistance and development policy due to the Company's 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 projects that may affect community, and proposing comments or complaints as the result of the Company's operation results./li>
- The Company cooperates in operation in accordance with the prepared international standards or agreements in the matters to contribute to prevention or mitigation of 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 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 its abundance, and creating awareness of sustainable resource conservation. 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 true financial status and performance, as well as the future of the Company's business.
In addition, the Company also aims for supervision to ensure strict compliance with laws, regulations, and rules regarding disclosure of information and transparency. The Company has published information on its website in both Thai and English language through channels of mass media and publicity media of the Stock Exchange of Thailand for acknowledgement of the shareholders and other related parties on the Company's information all over. 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 officer 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 disclosure of information both in Thai language and English language for regular news acquisition of the shareholders via the Company's website. The information on website will be always updated whether being visions, missions, financial statements, public relations news, annual report, structure of the Company and executives, structure of shareholding and major shareholders.
Moreover, 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 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 56-1)
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 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 in both finance and operation to comply with 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. Independent internal auditor and Internal Audit Department of the Company are responsible for auditing the duty performance of all work units in accordance with established rules and assessing the efficiency and adequacy of internal control of work units inside the Company.
Control on Use of Inside Information
The Board of Directors recognizes on the importance of good corporate governance. To ensure transparency and prevent the use of 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 directors, executives, and senior officers holding manager-level in accounting or finance which is department manager level and higher or equivalent about their duties to prepare and submit a report of their holdings of the Company's securities and securities held by their spouses and non-full aged children 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 directors, executives, and persons holding management level in accounting or finance line which is 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 appointed date to assume the director and executive office, or 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 directors, executives, and persons holding management level in accounting or finance line which is department director level and higher or equivalent, and 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 disclosure of financial statements or financial position and status of the Company until the Company's public disclosure of information. The Company shall notify directors, executives, persons holding management level in accounting or finance line which is department director level and higher or equivalent, and related officers in writing to suspend trading the Company's securities within the period of at least thirty (30) days prior to public disclosure of information. They should wait at least twenty-four (24) hours after public disclosure of such information and they are prohibited not to disclose such material information to other parties.
- Determine a disciplinary punishment in case of violation on use of inside information for personal exploitation, starting from written warning, pay reduction, temporary job suspension without pay, or dismissal. The punishment shall be considered from 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. The Board of Directors shall formulate policies, business goals, business plans, and budgets of the Company, and supervise to ensure the operation of the Management in accordance with the predetermined 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 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 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 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 directors' remuneration must be approved by Shareholders' Meeting as per the following criteria of consideration.
- The Company's turnover in comparison with 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 need and situation of the Company to be the director.
Board of Directors' Annual Report
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 Generally Accepted Accounting Standards by adopting appropriate accounting policies under regular observance and exercise of careful discretion in preparation and determination of adequate disclosure of important information in notes to financial statements. The Board of Directors shall assign the Audit Committee to oversee quality of financial reports and remark opinions to the Board of Directors.
In addition, the Company has still established 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 business operation. The Company therefore has set 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 and shall strictly comply with anti-corruption measures.
- The Board of Directors, Executives, and all employees must comply with 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 corruption indicating behavior 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 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 employees who refuse or report corruption related to the Company through the designated channel. A corrupt person shall be subject to 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 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 to 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 operational practices throughout the organization.
- Any activities under anti-corruption policy shall apply the practical guidelines set out in Code of 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 and there shall be a follow-up of the payee to report the 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. Business operation and Company's 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 negative effect to the employees who refuse corruption even though the said action will make the Company loses 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 whistleblowing 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
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 Rules on Related Party Transactions and Notification of the Securities and Exchange Commission on 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 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 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 not have the right to vote for approval of 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
- 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 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 the contract, mainly taking into consideration the benefit of the Company and the related party price charging shall be under the same terms and conditions as 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 there is no such price, the Company shall consider price comparison of products or services with third parties under the same or similar conditions or ma utilize the report of an independent appraiser hired by the Company in comparison of 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 compensation such as interest or guaranteed fee at market price on the transaction date.
- In case where 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 approval of 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 not allowed 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 benefits between companies or shareholders of the Company but must be transactions under concern of the Company on best benefits of the Company and all shareholders.
In case of 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 list of the summary of such transactions to be annually reported to the Audit Committee.
The disclosure of the Company's related part transactions shall be 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 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 realization of the importance of preventing a conflict of interest and protection of the Company and shareholders' maximum interests, the Company has established the following policy and practical guideline:
- 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 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 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 entry into 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 and may purchase shares or acquire other related business.
- The Company may consider investing in other non-core businesses in the future. The investment shall be consistent with the Company's business condition and strategic plans.
- In considering investment in various projects of the Company, the Company shall analyze the feasibility of the project and consider related factors, 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 investment plan to the Board of Directors for consideration, and provide recommendations to minimize potential investment risks.
- In case of 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 a 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.
- Investment approval of the Company shall comply with the Notification of the Capital Market Supervisory Board on Criteria for Entry into Significant Transactions that are Acquisition or Disposal of Assets and Notification of the Stock Exchange of Thailand on 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 stable business operation. The Company shall ethically and legally conduct business in accordance with the requirements, and respect the rights of traders and customers of the Company as well as equally accountable to related parties and personnel of the Company. Everyone whether being the Board of Directors, executives, and every staff member shall be treated in the same way under an ethical framework with ethics, virtue, honesty and orderliness, whether or not such persons have signed for acknowledgement.
The Company has also annually established a policy to review and update its Code of Conduct to be appropriate for the changing situations and has given precedence to implementation for fair, equitable, transparent treatment of shareholders in all sectors, and presentation of accurate and adequate information. The Company's Code of Business Conduct has been disseminated via the Company's website and Annual Report in order to build a good understanding and encourages compliance of directors, executives, and employees at all levels and stakeholders, and communicate and disseminate the said Code to new employees for acknowledgement all over.
Remuneration of Auditor
The Company and its subsidiaries paid audit fees to the firm under by the auditor, PricewaterhouseCoopers ABAS Ltd. ("PwC") for 2018 in the amount of THB 6 million, consisting of audit fee of the Company for 2018 of THB 5.4 million and audit fee of subsidiaries for 2018 of THB 0.6 million, and Sakcess Consulting Co., Ltd. ("Sakcess") as the auditor of its subsidiaries for 2018 of THB 0.08 million.