Board of Directors of Raimon Land Plc has set out policies for corporate governance that adhere to the ‘Principles of Good Corporate Governance for Listed Companies’ promoted by the Stock Exchange of Thailand. The Company ensures transparency, integrity and accountability in line with international standards by setting up an Audit Committee comprised of 3 qualified independent directors. These independent directors are tasked to independently audit and monitor performance of the Board of Directors. To further ensure good corporate governance and better supervision, the Company has appointed an internal auditor since the end of 2003. Structurally, the Audit Committee and internal auditor are completely independent from the Company’s Executive Committee. The Board has committed itself to compliance with the ‘Code of Best Practice for Directors of Listed Companies’ and the 5 principles of ‘Good Corporate Governance, 2012’ as follows:
1. Rights of shareholders
The Board of Directors acknowledges that good corporate governance is vital for the benefits of the Company and shareholders. Thus, the Board of Directors has set up policies and procedures to ensure transparency in accordance to relevant laws and business ethics, with the aim to maximize shareholders’ benefits and to prevent any conflicts of interest. In addition, good corporate governance, along with internal control systems executed by independent directors and Audit Committee, is essential to sufficient risk management, and having proper internal control systems in place as well as having internal audit system reviewed by Independent Directors/Audit Committee Members.
The Company shall disclose up-to-date information to the public via its corporate profile, corporate website and company newsletter, all of which in English and Thai
Shareholders are notified at least 7 days in advance (14 days under the case of special agendas) of each shareholder’ meeting in a written letter that specifies the date, time and venue of the meeting. The letter shall also provide detailed agendas, each of which shall be accompanied by the Board of Directors’ opinion on such matter. Such practice is to ensure that all shareholders shall receive adequate time and information for decision making process
The Company is fully aware of the right of shareholders to access information. The Company welcomes shareholders’ comments and ideas. The Company has arranged for representatives of the Executive Committee, management, Audit Committee and auditors to attend every meeting. Complete and accurate minutes are taken at each meeting and shall be submitted to the Stock Exchange of Thailand within 14 days following such meeting. Every meeting minute shall be presented to shareholders in subsequent meeting for shareholders’ acceptance
2. Equitable Treatment of Shareholders
All shareholders have equal rights to attend and vote at meetings as specified in the Articles of Association. Should a shareholder be unable to attend a meeting, the shareholder is encouraged to appoint a proxy to attend the meeting or assign an independent director to vote for his stead. All shareholders shall be treated equally with respect to their rights.
The shareholders shall have an opportunity to propose additional agendas and questions concerning the Company prior to the shareholders’ meeting date in advance through SET’s website. The Company shall published the criteria for shareholders to propose additional agenda on the company's website.
The shareholders’ meeting shall be convened in accordance with the agendas set out in the meeting notice. The Company will not add extra agendas without prior notice to shareholders to assure that shareholders an opportunity to study all necessary information before making decision.
Chairman of the shareholders’ meeting shall provide shareholders an opportunity to express opinions and ask questions related to the agenda or related to the Company in general
- The Board of Directors provides an opportunity for shareholders to elect directors on an individual basis.
- The Board of Directors uses voting cards for important agenda items such as election of directors, related party transactions, acquisitions or disposals of core assets, etc.
3. Role of stakeholders
3.1) Protection of stakeholders’ rights
The Company values the rights of stakeholders including shareholders, customers, employees, suppliers, competitors, official authorities, society and environment. The Company has published Code of Conduct to provide ethical guidelines for the Company’s directors, management, and employees. The Company expects every person in the organization to strictly adhere to such Code of Conduct
The Board of Directors has established clear policies on fair treatment to each group of stakeholders for implementation and measurement of policy effectiveness in order to prevent infringement of stakeholder right and to redress violations of stakeholders’ legal rights
3.2) Policy and practice toward Competitors
The Company sets a policy toward its business competitors in a way consistent with international practice and the legal framework for business competition with good business ethics, professionalism and transparency. It will not spy on or fraudulently obtain of its competitors’ trade secrets. The Company practices are as following:
- The Company will compete with professional integrity and shall treat competitors with fairness under the applicable rules and regulations of the competition.
- Company shall not damage competitors’ reputation by abusive accusation.
- The Company shall not take any actions to create competitive disadvantage to its competitors such as abuse or wrongfully obtain competitor’s confidential information and etc.
3.3) Policy and practice toward Trading Partners
The Company believes in doing business with integrity, transparency, equality and fairness. Having great Trading Partner will help both parties to drive for sustainable growth. The Company has a policy and practice toward Trading Partners as one of the Company's stakeholders as detailed below:
- Company shall operate in line with the terms and conditions of agreement. If not, Company shall inform the Trading Partners in advance to solving the problem together and try to prevent any damages that might happen
- Company shall not demand or receive or pay any improper benefits to its Trading Partners.
The Company has a screening and selection of Trading Partners Policy with an emphasis on pricing, quality, service, delivery, expertise and experiences. The Company also considers about business ethics of the Trading Partner, reliability, financial status, past record and the Trading Partner must not have conflict/joint of interest with other Trading Partner/bidders which could obstruct the fairly price competition.
3.4) Policy and practice toward Creditors
The Company always aware that honesty is the fundamental of good relationship with creditors. The Company set policies and practices in order to reassure its Creditors as following:
- Creditors should be treated with responsibility, honesty and fairness on the basis of the fair return to both parties
- Company shall strictly comply with all the terms and conditions agreed upon in an agreement especially the terms of guarantee and managing cash flow to be able to pay to the creditors according to the terms and conditions in the agreement
- The Company shall disclose any necessary and important information, conditions and restrictions or facts to its creditors in accordance with the legal framework of Consumer Protection Law and other relevant laws.
- In the event that any particular condition cannot be met, the company shall notify the creditors in advance and seek a mutually acceptable solution.
3.5) Policy on Non-Infringement of Intellectual Property
- The Company emphasizes the importance of legally and proper use of intellectual properties and information technology. The Company has a policy to abide by intellectual property laws (copyright, trademark, patent and etc.). The usage of computer and information technology must be complied with the Computer-Related Crime Act and relevant laws. The company does not support any actions of its directors, managements and employees that violates intellectual property of others without authorization.
- The Company provided guideline for its directors, managements and employees on those policies above through the Company’s site. In case of any complaints or the company finds out of any violation, the company will follow the rules set out in Code of Conduct Policy and other relevant regulations.
4. Disclosure and transparency
The Company recognizes the importance of accurate, complete, transparent and timely disclosure of financial, general and other information that may affect the price of the Company’s securities. Further, the Company has set up Investors Relation Department in order to handle communication with investors and analysts with an emphasis on complete, transparent and timely disclosures. Contact Information of Investor Relation is as follows:
Telephone: +66 (0) 2029 1889 Fax: +66 (0) 2029 1891 E-mail: firstname.lastname@example.org
The Company’s Board of Directors is responsible for the accuracy of the Company’s and its subsidiaries’ consolidated financial statements and related information as shown in the annual reports, which are prepared in accordance with generally accepted Thai accounting principles. Conservative judgments and best estimates have been used to prepare the financial statements to ensure adequate and proper disclosure in the notes to the financial statements
The Company’s Board of Directors has arranged for an efficient internal control system to ensure that financial information is recorded accurately, completely and adequately in order to safeguard the Company’s assets; and to help identify any loopholes in order to establish preventive measures in relation to any significant fraud or operation irregularities
The Company has provided a transparent and appropriate guideline to determine directors’ remuneration. Such guideline is required to be in accordance with market practices. Directors’ remuneration is approved by shareholders at the general meeting, while management remuneration is approved by the Board of Directors or the Executive Committee. Executive remuneration shall take into account the Company’s operating results as well as the performance of relevant executives.
Directors and the first four Executives according to the definition in the Notifications of the Capital Market Supervisory No. TorJor. 23/2551, including the spouses and underage children of the Directors and Executives of the Company, are obliged to submit securities holding report to Securities and Exchange Commission (SEC) within 30 days after they have been appointed directors or executives and report of change in securities holding must also be filed within 3 business days from the date of purchase, sale, transfer or acceptance of transfer of securities and a copy of such report must be delivered to the Company on the same day as sending to the Securities and Stock Exchange Commission, in compliance with the Securities and Exchange Act B.E. 2535 (1992) and relevant regulations from SEC.
5. Responsibilities of the Board of Directors
5.1) Structure of the Board of Directors
The Board of Directors of the Company consists of 9 directors as follows:
- - Independent Directors 3 persons
- - Directors 6 persons
Independent Directors shall constitute at least one third of the Board of Directors. Independent Directors is comprised of (1) Chairman of the Board of Directors/Audit Committee member and (2) two Audit Committee members. The Independent Directors/Audit Committee are encouraged to express their views and maintain their independence when performing operation and transaction audit as well as evaluating internal control systems
Separation of roles, duties and responsibilities
The Company has made a clear outline defining the authority and responsibility of the Board of Directors, Executive Committee, Audit Committee, Nomination and Remuneration Committee, Enterprise Risk Management Committee and Chairman of the Board. In addition, Chairman of the Board of Directors shall act as an independent director and possess no relationship with management. Chairman of the Board of Directors shall not be representative of major shareholders, nor shall be the same person with Chief Executive Officer.
5.2) Director Authorisation and Restriction
Any 2 of the following 5 Directors - Mr. Lee Chye Tek Lionel, Mr. Tan Chin Kwang Johnson, Mr. Lee Chye Cheng Adrian, Ms. Nuch Kalyawongsa, and Mr. Sataporn Amonvorapak – signing together with the affixing of the official company seal.
5.3) Scope of Authority of the Company’s Board of Directors
The Company’s directors are required to perform their duties in compliance with all relevant laws and regulations; the Company’s objectives and articles of association; and the resolutions by shareholders in good faith. The Company’s directors are prohibited from carrying out any business of the same nature as and in competition with the Company’s business and from being partners or shareholders or directors of other juristic persons carrying out a similar and competitive business, unless the shareholders are informed of such in a shareholders meeting prior to his/her appointment. If a director has direct or indirect interests in any agreements to be entered into with the Company or increases or decreases his/her shareholding or debenture holding in the Company and its affiliates or debenture, the director must inform the Company without delay.
The Company’s directors shall act for the best interests of the Company, stakeholders, and shareholders as per followings:
- Review, consider and approve key business matters such as the Company’s visions and missions, strategy, annual budget, financial targets, risks and company business plan
- Monitor that management execution is performed in an efficient and effective manner
- Establish and approve corporate governance policy and ensure consistency through policy revision, expected to perform at least annually
- Ensure that internal control system, including financial control, is consistent with the Company’s policy as well as reviewing internal control system at least annually
5.4) Role and Responsibilities of the Chairman of the Board
- Summon the Board meetings and control submission of the invitation to the meetings including any related documents to provide adequate information in a timely basis to the directors
- Preside over the meetings of the Board of Directors, manage the meetings in line with the agenda, Articles of Association and relevant laws as well as manage time appropriately and promote expression of opinions in an independent and transparent manner at meetings
- Give the casting vote in the event the votes are tied at Board of Directors meetings
- Preside over the shareholders’ meeting, manage the meetings in line with the agenda, Articles of Association and relevant laws as well as manage time appropriately
- Supervise to ensure proper and efficient communication between the directors and shareholders during shareholders' meeting and provide the opportunity for shareholders to express opinions equally
- Support and encourage the Board of Directors working at full capacity, duties and responsibilities in line with the principles of corporate governance.
5.5) Board Meeting and Relevant Notification
The Board of Directors shall convene at least 4 times annually, scheduling the meeting in advance at the beginning of every year. Directors are required to attend extraordinary meeting as required. Unless there is an emergency, letter of invitation shall be distributed to the board members 7 days prior to the meeting in order to provide directors sufficient time to digest the information. In addition, letter of invitation is expected to contain information concerning date, time, agendas and place of meeting. The Company is expected to produce meeting minutes within 14 days of the board meeting, and all directors are entitled to access the meeting minutes. The Company shall file all approved meeting minutes.
At the beginning of 2016, the company set 6 meeting schedules in advance and had 1 extraordinary meeting during the year.
5.6) Meeting Quorum and Voting
- Meeting quorum requires at least half of the directors to be present. In the case the Chairman of the Board is absent, the Vice-chairman shall automatically be elected as chairman of the meeting. In the case the Company does not have Vice-chairman, one of the directors present at the meeting shall be elected as chairman
- Decision shall be based upon majority rule
- Each of the directors has 1 vote. Those having conflict of interests shall be abstained from voting. In the case there is a tie, the chairman is entitled to cast an additional vot
5.7) Appointment of Directors and Executives
To ensure the effectiveness, efficiency, professionalism and versatility of the company, the selection and nomination of directors will be considered based on the Board Diversity as well as knowledge, ability, expertise, relevant experience and others qualifications as required by law. The selection and nomination of directors will be carried out by Nomination and Remuneration Committee and the Board of Directors.
For the criteria and procedure of nomination, the Nomination and Remuneration Committee will screen and select the qualified person from a variety of professions who has the necessary skills to enhance the strengths and effectiveness of the Board of Directors. The qualified person must have leadership, visions, morality and ethics with no limitation to gender who also have a transparent working history, not have prohibited traits as defined in the Public Companies Act and notifications of the Securities and Exchange Commission and able to express opinions freely. The qualified person will be nominated to the Board of Directors for consideration. Once approved, the nominated person will be proposed to the shareholder for approval at the general shareholders' meeting.
1) Appointment of Directors
An appointment of directors must be approved by the shareholders at the general shareholders’ meeting, except for the case where vacancy was caused by a reason beyond term expiration. Under such case, the Board of Directors shall be entitled to appoint a person to fill such vacancy. The appointed person shall serve the remaining period of the term.
In practice, the nomination of directors can be carried out by the Nomination and Remuneration Committee and the Board of Directors. In addition, shareholders may nominate a candidate for consideration during shareholders’ meeting. The person, regardless of how he or she is nominated, has to be qualified, knowledgeable, capable, and experienced in relevant fields. In addition, the person shall not have prohibited traits as defined in the Public Companies Act and notifications of the Securities and Exchange Commission. The requirements and procedures for selection of company directors are given below.
According to Section 4 of the Company’s Articles of Association, the Board of Directors comprises of at least 5 directors and at least half of the directors must reside in Thailand.
The appointment of directors must be carried out at the shareholders’ meeting in accordance with the following requirements and procedures:
- Each shareholder has one vote to one share
- In appointing directors, each shareholder may vote for candidate(s) individually or as a group, as long as voting requirement in item no. 1 applies. However, the votes are indivisible (the voting for appointment of directors shall be non-cumulative voting).
- The directors will be selected based on the total number of votes; in the case of a tie, the Chairman will cast the deciding vote.
- At every annual general shareholders’ Meeting, one-third of the directors - or the number nearest to one-third - must retire from the board. The retiring directors may be re-elected.
- There must be drawing by lots to determine the directors retiring by rotation on the first and second years following a conversion into a public company. In each subsequent year, the directors who have been directors for the longest period must retire. In addition to the retirement by rotation, director vacates from the post upon:
a. Passing away
c. Disqualifications or possessing prohibited traits according to the Public Companies Act
d. Removal by a resolution of the shareholders at the general shareholders’ meeting
e. Dismissal by a court order
- Any director wishing to resign is required to submit a resignation letter to the Company. The resignation is effective immediately upon the letter being received by Company. The director may notify the registrar of the resignation.
2) Selection of Independent Directors
The Company realizes the importance of having independent directors. Independent directors are in charge with auditing and supervising the Executive Committee in order to ensure transparency; to comply with relevant internal control systems, laws and regulations; as well as improving the Company’s operational efficiency. An independent director must be knowledgeable, competent and experienced. Independent directors are selected according to the criteria set by the Company. The Nomination and Remuneration Committee will screen and select the qualified person and submit a short-list of nominated person to the Board of Directors for consideration. Once approved, the nomination is proposed to the shareholders for approval at a shareholders’ meeting, as outlined in the Company’s Articles of Association. To qualify as an independent director, an individual must meet the following criteria:
- Holding less than 1% of the Company’s total voting shares;
- Having no involvement in the management of the Company; not being an employee or a consultant; not having power to exert control in the Company, its affiliates, associated companies or connected person; not possessing a potential conflict of interest for at least 2 years prior to appointment; not having any juristic relationship with the legal consultant or external auditor of the Company or its affiliates
- Having no involvement in any business relationship in terms of finance and/or management of the Company, affiliates, joint venture or connected person of the amount equal to or more than 3 percent total net tangible assets; not having a relationship as a customer, a supplier, a trade creditor/debtor, or a financial creditor/debtor; receiving no benefits from the Company; and
- Not having familial relationship with management, major shareholders of the Company or its affiliates and associated companies, nor someone that may create a conflict of interest; and shall not be appointed to represent interests of particular directors or major shareholders.
5.8) Director Orientation
The Company has established policy in relation to director orientation with the aim to acclimatize the newly appointed director(s). The newly appointed director(s) will have an opportunity to discuss with Chairman of the Board and Executive Committee. The discussion shall cover expectation, roles, and responsibilities in relation to directorship as well as the Company’s policies in relation to good corporate governance. In addition, the newly appointed director(s) shall have an opportunity to understand the Company’s business and process via having site visits at applicable business units.
5.9) Policy to Promote Continuous Development of the Directors and Executives
The Board of Directors has a policy that promotes continuous development of directors, executives, and company secretary in order to improve productivity. The Board of Directors encourages every person to attend seminars and courses with relevant institutions, such as Thai Institute of Directors, the Stock Exchange of Thailand, among others, as deemed appropriate. In 2016, the following directors attended the following seminars:
|1. Mr. Kitti Gajanandana||Independent Director||Director Certification Program (DCP) No. 215/2016|
|2. Ms. Nuch Kalyawongsa||Director||CG Forum 2/2016|
5.10) Performance Assessment of the Board of Directors
The company set the policy for the board of directors to conduct its annual performance evaluation by using board self-assessment method to assess their performance once a year. The result of such evaluation will be used for enhancement of efficiency of board or directors. Currently, the evaluation of the Board of Directors' performance is done in 3 category
- Self-Assessment for the board of directors as a group
- Self-Assessment of committee as a group
- Self-Assessment of the board of directors on an individual basis
The criteria for assessment as followings:
|Criteria||Board as a group||Committee as a group||Board on individual basis|
|1. Board structure and qualifications||/||/||/|
|2. Roles, duties and responsibilities of the board||/||/||/|
|3. The board meeting||/||/||/|
|4. Duties of directors||/||x||x|
|5. Relationship with management||/||x||x|
|6. Director and Management Self-improvement||/||x||x|
At the end of the year, the company secretary will give the evaluation form, both collectively and individually, to all members of Board of Directors to evaluate their performance during the past year. After the self-assessment was completed, the Board of Directors will send the form back to the company secretary to collect and analyze the performance assessment of the Board of Directors. The company secretary shall later report the result to the Board of Directors to acknowledge and consider in line with company’s yearly objectives.
The score will be calculated as percentage in each criteria. Scores 85 or higher are considered “Excellent”, 75-84 “Good”, 65-74 “Moderately Good”, 50-64 “Average” and “Needs Improvements” for scores below 50.
Other Policies in relation to Good Corporate Governance
Risk Management Policy
Execution and management of the Company’s business shall take into account risk management policy implemented by the Risk Management Committee. Risk management policy shall cover risks in relation to business strategy, credit, financial liquidity, laws and regulations, corruption, execution, policies, and external factors. The policy is set so that a systematic risk management can be achieved within the Company’s policy framework while minimizing any potential risks
Policy on Conflict of Interests
The Company emphasizes on the prevention of conflict of interests. The Company has put in place a policy that forbids every person in the organization to abuse insider information for the benefits of his or her own. In addition, all business dealing shall be done in accordance with customers’ and shareholders’ best interests. None of the Company’s directors, executives and employee is allowed to use personal or familial matters to influence his or her decision away from the principal as previously described. In the case of conflict of interests, any conflicted person shall be prohibited from making decisions on such matters.
Additionally, the Company has a policy to prevent any person, including directors, executives and employee, to directly or indirectly engage in a business that is in competition with the Group’s businesses as per relevant rules, regulations, and Public Company Act (No. 4) (B.E. 2551).
Moreover, directors and an executives shall file with the company a report on his interest or a related person's interest in relation to management of the company or the subsidiary. The directors and executives are required to submit the Form for Reporting on Interest of his interest or a related person's interest to the Company Secretary. The Board of Directors shall consider such transaction(s), especially one that may involve in the conflict of interest / connected transaction(s), to ensure the Company’s utmost benefits.
Other non-compliance matters with Good Corporate Governance
The company recognizes the importance of good corporate governance principles and implemented those principles as the good practice of the Company which will apply to shareholders, investors and all stakeholders. However, the non-compliance matters with the good corporate governance principles as follows:
Supervision on Insider Information
The Company emphasizes on the confidentiality of sensitive information. It has established policies and procedures to prevent directors and management from abusing insider information for their own benefits. The Company shall take legal action against any individual, who misuses insider information to the extent of criminal prosecution. In addition, the Company limits the access to such information by management and officers to the extent possible. The Company ensures that relevant officers adhere to the restrictions on trading of Company’s shares using insider information; and/or forbids any inappropriate use of information in case the Company enters into a transaction which may have impact on security price. The management and officers are fully aware that they must not trade the Company’s securities or cause others to trade on non-public information. Such information must not be disclosed to any other party prior to notification to the Stock Exchange of Thailand.
The company has the policy to prevent directors, executives and related employees from wrongfully taking advantage of inside information. Company’s directors, managements and related employees (including their spouses and children who are minors) are all prohibited from trading company’s securities for the period of one month before the company announces its financial statements or other information that might affect the price of its securities to the public. The company secretary will inform about the blackout period from trading company’s securities by sending a notification e-mail to all relevant parties.
In addition, the Company also requires management to report any changes in their holdings in the Company’s securities to the Securities and Exchange Commission, as outlined in Section 59 of Securities and Exchange Act B.E. 2535. An executive is required to provide a copy of the report to the Company on the date that the executive reports it to the Securities Exchange Commission of Thailand.