Corporate Governance Policy

which dismissal of the Company’s petition for business rehabilitation on 3 November 2015 under the Supreme Court Decision No. 2541/2558. This situation affected the authotiry of management and properties of the Company vested in the management, the Board of Directors and the shareholders of the Company, including the power of business engagement of the Company.

The Company has prioritized to the Good Governance, executing to account of the importance of basic rights of shareholders by means of acceptable and creditable standards. The Company has encouraged the shareholders to exercise their rights covering the legally basic rights such as acknowledging information, attending meetings, and participating in making a decision of significant issues which affect to the Company’s business operation, etc.

In addition, the shareholders shall have a voting right according to the number of share held: one share equal to one vote. And no shareholder has preferential beyond other shareholders. In addition, the shareholders have any other rights of shareholder under the Public Limited Company Act, the Securities and Exchange Act or the regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission and other relevancies.

The Company has given importance to the rights of all groups of stakeholders, by fairly treating them whether they are employees, trade account payables, and customers as well as communities and the environment surrounding the factory as specified in the Company’s Code of Good Governance and Ethics as practice guidelines for directors, management and employees of the Company based on the fairness and balance of mutual interest coordination.

  • Shareholders Other than basic rights, rights specified in the law and the Company’s regulations, the Company has also emphasized creating value added and investing return to meet the shareholders’ highest satisfaction.
  • Employees The Company has given importance to employees who are considered as a valuable resource and has focused on improvement of their abilities continuously. The Company has given them confidence of their quality of working life, ensuring them being happy at their work and pride and creating their organizational relationship. In addition, the Company has encouraged the employees to give attention in occupational safety that is: The Company has provided them personal protective equipment as necessary according to the nature of work and the Company has strict rules and procedures on working at the factory such as wearing safety shoes, wearing a helmet, wearing mask to prevent dust, wearing gloves to prevent from poisonous substance and putting on ears plugs in the workplace that has loud noise, etc.
  • Customers The Company aims for providing goods and service users the highest benefit of quality and fair price, giving accurate, adequate, updated information, complying with conditions on customers strictly, adhering to contractual performance to business partners fairly and building trustiness and good relationship and coordination in order to develop its potential and proficiency in mutual business operations in the long run. In addition, the Company has a policy to deliver goods with quality and on time.
  • Competitors The Company has complied with the scope of honest trade competition, adhering to operate its business in fairness under the legal framework relating to the practice of honest trade completion. The Company does not infringe any secrets or seek its competitor’s trade secrets by fraudulent way. The Company has complied with the business ethics strictly. 
  • Creditors The Company has kept its commitment and promise and has performed in accordance with the conditions and duties to creditors, both business crediotrs and financial institute creditors strictly.
  • Social and Public The Company has operated its business with ethics to all concerned persons and has adhered to the business ideology. The Company aims for encouragement of activities for developing the quality of life and strengthening the benefit of communities, society and environment of the workplace. In the past, the Company has placed importance to the environment and safety by operating the factory in accordance with the rules and regulations of Map Ta Phut Industrial Estate strictly.
  • Environment The Company has encouraged all sections in the organization to realize the significance of use of resource proficiently and has supported the Company’s growth together with the development of the quality of life of all people in the society, cleaned and safe environment, and good health. This includes all employees and related persons.
  1. The Board of Directors will select a director to be a Chairman and another director to be a Chief Executive Officer. In the event where the Board of Directors thinks fit, may select one of or many of them to be a Vice Chairman. The Vice Chairman has the duties in accordance with the Company’s Articles of Association in activities as designated by Chairman.
  2. The Board of Directors has the authority to determine the name and number of the Directors who will have the signatory power to bind the company and conditions regarding the said signatory authority as it see appropriate.
  3. Directors must attend a meeting at least three months per time or as the Board of Directors considers that is suitable appropriate at a place where a location of the Company’s head office or a branch office or any other place as specified by the Board of Directors.
  4. The Board of Directors has the authority and duties to conduct the Company’ business in accordance with laws, objectives, articles of association, the resolutions of the Shareholders’ Meeting  (in any)
  5. The Board of Directors has the authority to select the number of directors to be the Executive Committee performing any or many activities. The Board of Directors will specify any conditions or may assign a director or a person to perform any activity on its behalf.
  6. A director must notify the Company without delay of the following events: the director has interest, whether directly or indirectly, in any agreement made by the Company during the accounting period, stating fact of contractual category, the parties’ name and the director’s interest in such agreement (if any), holding shares or debentures in the Company and associate companies by specifying total number increasing or reducing in the accounting period (if any).
  7. The Board of Directors must provide the resource to prepare balance sheet and profit and loss statement at the end of the Company’s accounting year in order to consider and approve such audited balance sheet and profit and loss statement.
  8. The Board of Directors must deliver the shareholders copies of the audited balance sheet and profit and loss statement together with the auditor report of public certified auditor in accordance with the criteria on disclosure of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
  1. To consider an annual budget allocation as proposed by the management before presenting it to the Board of Directors for approval including to consider and approve a change and addition to the annual budget allocation during the period of which no meeting of the Board of Directors and then present it to the Board of Directors for information in next meeting.
  2. To approve Capital Expenditure in urgent case which if not to do so, it will cause damage to the Company. Such Capital Expenditure will be presented to the Board of Directors to rectify in next meeting.
  3. To approve issues regarding improvement, change, reduction or expansion of the factory beyond the Business Plan and such issues will be presented to the Board of Directors to rectify in next meeting.
  4. To approve new investments including joint ventures with other entrepreneurs in urgent case and such investment will be presented to the Board of Directors to rectify in next meeting.
  5. To supervise and monitor and to be an advisor for the management regarding policies on finance, marketing, personnel administration and operations.
  6. To supervise, monitor and manage risks of the Company.
  7. To perform other act as assigned by the Board of Directors.
  1. To review the Company’s financial report to ensure that it is accurate and adequate in accordance with generally accepted accounting principles and it is a sufficient disclosure.
  2. To review the Company’s internal control (Internal Control) system and Internal Audit to ensure that they are appropriate and proficient.
  3. To review the Company’s compliance with the law on securities and exchange, the Stock Exchange of Thailand’s regulations, and the laws relating to the Company’s business.
  4. To consider, select and nominate an independent person to be the Company’s Auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with the Auditor at least once a year.
  5. To consider the independency of the internal audit unit as well as to approve, appoint, transfer, dismiss the internal audit unit or any other unit which is responsible for the Internal Audit.To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Stock Exchange of Thailand’s regulations, and are reasonable and for the highest benefit of the company.
  6. To conduct, and to disclose in the Company’s Annual Report, an Audit Committee’s report which must be signed by the Chairman of the Audit Committee and consist of at least the following information:
    • an opinion on the accuracy, completeness and creditability of the Company’s financial report,an opinion on the adequacy of the Company’s internal control system,an opinion on the compliance with the law on securities and exchange, the Stock Exchange of Thailand’s regulations, or the laws relating to the Company’s business,an opinion on the suitability of the Auditor,an opinion on the transactions that may lead to conflicts of interests,the number of the Audit Committee’s meetings, and the attendance of such meetings by each committee member,an opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the charter, andother transactions which should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Board of Directors; and
  7. To engage an advisor or specialist to give opinion or consultation as necessary.
  8. To invite the management or any relevant person of the Company attending in meetings or giving additionally related information.
  9. To review the Audit Committee’s charter at least once a year and present to the Board of Directors for approval in the event where there is any change thereof or present the Board of Directors for information in the event of no change.
  10. To perform any other act as assigned by the Board of Directors, with the approval of the Audit Committee.

The Company issued regulations regarding ethics and those prohibited acts against the management and employees to be adhered by the management and employees as practice guideline in honesty and good faith to all groups of stakeholders, public and society. All management and employees signed, acknowledged and agreed to adhere therewith, effective from 1 April 2002 and the Company has followed up their performance under the said practice guideline constantly and has set disciplinary punishment as well.

The Company has improved its Codes of Conduct for the business to be consistent with the current situation. Furthermore, the development of this Codes of Conduct is aimed to be guidelines for the management and employees to act in honesty and faithful manners to all groups of stakeholders, public, and social. The latest version was revised in 2019 and announced to directors, executives, and employees to acknowledge and act strictly. This Codes of Conduct was effective since 7 November 2019.