The Principles of Good Corporate Governance Policy for the Company
Tycoons Worldwide Group (Thailand) Public Co., Ltd. is operated under the supervision of its Board of Directors. Being a responsible organization, the company is determined to comply with the principles of corporate governance for all companies listed in Thailand, which is stipulated in the Securities and Exchange Act B.E. 2535 for the best benefit of shareholders, stakeholders and the company’s sustainability. The principles are as follows.
1 Rights of Shareholders
Shareholders are the owners of the company. They control the company by appointing the Board of Directors to act as their representatives. Shareholders are eligible to make decisions on any of significant corporate changes. Therefore, the company encourages shareholders to exercise their rights. Basic shareholder rights are rights to buy, sell, or transfer shares, share in the profit of the company, obtain relevant and adequate information on the company in a timely manner and on a regular basis, participate and vote in the shareholder meetings to elect or remove members of the board, appoint the external auditor, and make decisions on any transactions that affect the company such as dividends payment, amendments to the company’s articles of association or the company’s bylaws, capital increases or decreases, and the approval of extraordinary transactions, etc. The Board of Directors realizes the importance of shareholders’ meeting as revealed in the policies to facilitate all shareholders equally in attending the meeting, provide sufficient information timely in advance of the meeting so that the shareholders have enough time to decide whether to attend or to designate representatives to attend the meeting on their behalves. Shareholders are encouraged to query directors and allowed to propose an agenda item, the directors on the other hand are obliged to attend the meeting and answer the enquiries. The Board of Directors must complete the minutes of the meeting and present to the shareholders through the website as soon as possible within 14 days after the meeting.
2 Equitable Treatment of Shareholders
The Board of Directors values the right of every shareholder equally as reflected in the company’s policy of disclosure of information that the company constantly informs shareholders the status of the company through the website of SET. Moreover, the company allows the minority shareholder to nominate director positions in advance and vote by proxy. The company also has the policy to prevent the use of inside information for abusive self dealing such as insider trading or related party transactions. Particularly, they are not allowed to trade their shares of the company one month prior to the announcement of the company’s financial report. All directors and executives are obliged to disclose to the board whether they and their related parties have any interest in any transaction or matter directly affecting the company. Directors and executives who have such interests should not participate in the decision making process on such issues.
3 Role of Stakeholders
The Board of Directors values the right of stakeholders that they provide a mechanism to promote cooperation between the company and its stakeholders along with customers, employees, suppliers, shareholders, investors, creditors, the community the company operates in, society, the government, competitors, external auditors, etc. based on business ethic and fair treatment policy for each and every stakeholder that all information relevant stakeholders are disclosed in equality manner. The company has a policy that through independent directors or audit committee, stakeholders can communicate with the board any concerns about illegal or unethical practices, incorrect financial reporting, insufficient internal control, etc. So that the investigation can carried out and reported to the Board of Directors.
4 Disclosure and Transparency
The Board of Directors ensures that financial information that all information presented in the financial reports is correct, in accordance with generally accepted accounting principles and standards, and has been audited by an independent external auditor. The given information and other important information relevant to the company operation in accurately, sufficiently and timely manner that reflects the actual status and financial performance of the company that is audited and complies with the regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). The Board of Directors endeavors to comply strictly with the laws and regulations concerning the disclosure of information. Nonetheless, the Board of Directors shall appoint investor relation officer to communicate with shareholders and facilitate shareholders and analysts equally and disclose information on website in both English and Thai. The Board of Directors must disclose clearly the directors’ remuneration policies that correspond to the contributions and responsibilities of each person and other companies of similar size in the same industry. The directors’ remuneration must be approved by shareholders through shareholders’ meeting. The Board of Directors contended that the executives` remuneration policy must be fair and attractive enough for qualified people to take the position and perform at high standard
5 Responsibilities of the Board
5.1 Leadership and vision
The Board of Directors plays a role in setting the company’s goal, mission of the company , and budget, and moreover oversees the company operation in response to its goal. The Board of Directors also makes comments on the internal control and audit system along with manage the risk to maximize the company’s profitability.
5.2 Risk management
The Board of Directors adopted a risk management system for all material and controllable risk which is related to the company’s business objective, business strategy, finance, production and operation. Risk management is carried out on the basis of probability that an identified risk may materialize and the likely impact of it on the business may be presented. In response to that, clear preventive andmitigation measures must be established and the systems to assess monitor and report on risks shall be set up. Management of the company is responsible for regularly reporting to the Audit Committee and the Board on its operation plans and performance.
5.3 Code of Ethics
Ethics is an integral part of corporate governance. The Board of Directors established the code of ethics for management and staff which is considered to be their tasks. This covers penalty of punishment of those who fail to comply, therefore all the staff must follow strictly. The implication and supervision of the code of ethics is applied through the existing management system.
5.4 Independence and Impartiality of Directors
The Board of Directors shall perform its duty and exercise its discretion independently from the Management and major shareholders. Each director has the duty and independence to ask questions, express opinions or make objection and vote as he or she sees fit in relation to all matters affecting the interests of the company , shareholders or stakeholders.
5.5 Qualifications of Directors
The Board of Directors shall consist of various qualities including age, profession, and knowledge which are beneficial for the company operation and can bring about fresh perspective. Directors must be prepared to give adequate time and effort to perform their duties to the fullest extent with high ethical standard.
5.6 Qualifications of Audit Committee / Independent Directors
The Board of Directors shall ensure that the qualifications of independent directors are in line with the Stock Exchange of Thailand’s requirements as follows:
1. Holding shares of no more than five percent of the paid-up registered capital of the Company, spaffiliated companies, associated companies or other related companies. This shall include shares held by related persons.
2. Being a non-executive director of the Company, affiliated companies, associated companies and related companies or its major shareholders including not being an employee, staff or consultant salary on the payroll of the Company, affiliated companies, associated companies, sprelated companies or the Company’s major shareholders.
3. Being a director without direct or indirect financial and managerial interests or stake in the Company, affiliated companies, associated companies or its major shareholders;
4. Being a director who is not related to or not being a closed relative with the Company’s executives or major shareholders.
5. Being a director not appointed as an agent to protect the interests of the Company’s directors, major shareholders or shareholders relating to the Company’s major shareholders.
6. Being able to act and express his opinions independently
5.7 Composition of the Board of Directors
The Board of Directs is responsible for determining the business direction and policy. The Board of Directors shall consist of a chairman, a vice chairman and directors who can act independently to counterbalance the management. In that the board may consist of executive directors in response to the size of the organization and give an effective performance. There shall not be less than five directors in the Board.
