Corporate Governance

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 individuals. These individuals 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, 2003’ 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.

  • 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
  • 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

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

  • 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

5. RESPONSIBILITIES OF THE BOARD OF DIRECTORS
  • The Board of Directors of the Company consists of 9 directors as follows:

    • - Directors 6 persons
    • - Independent Directors 3 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

  • The Company has made a clear outline defining the authority and responsibility of the Board of Directors, Executive Committee, Audit Committee and Chief Executive Officer. 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.

  • The Company’s directors shall act for the best interests of the Company, stakeholders, and shareholders as per followings:

    1. Review and approve key business matters such as the Company’s vision and mission, strategy, financial targets, risks and company business plan
    2. Monitor that management execution is performed in an efficient and effective manner
    3. Establish and approve corporate governance policy and ensure consistency through policy revision, expected to perform at least annually
    4. Establish and approve corporate governance policy and ensure consistency through policy revision, expected to perform at least annually
    5. 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

5.1 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.

5.2 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.

5.3 Board Meeting and Relevant Notification

The Board of Directors shall convene at least 4 times annually. 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.

5.4 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 vote