The Board of Directors of SNC Former Public Company Limited confirms that the good corporate governance is the major factor to show the effective and transparent of the management system in order to build up the confidence and the assurance of the shareholders, investors, stakeholders and related parties and eventually bringing the success to the business, adding value and supporting the sustainable growth of the Company.
The Board of Directors has prepared code of conduct and business ethics so that the directors, executives and all employees realize and perform in relation to the good corporate governance as well as prepared good corporate governance manual which complied with the Principles of Good Corporate Governance for Listed Companies. The main ideas for the corporate governance are as follows:
- 1. Rights of Shareholders
The Board of Directors recognize the shareholders rights and avoid any actions that violate those rights including any action that can be considered in violation of the shareholders’ rights to study the Company’s information and attend the shareholders’ meeting should be prohibited. 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 shareholders’ meeting to elect of 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.
Besides, each shareholder should be treated equally as defined in the Company’s articles of association and related laws as follows:
- Right to obtain information on the date, time, venue, and all agenda items with complete support data related to the matters required decision at the shareholders’ meeting in advance for sufficient time and be on-time. The Company will also inform shareholders of the criteria and procedures governing the Company’s shareholders meetings, process for attending the meeting, assigning a proxy, including the voting procedure. All information regarding shareholders meetings should be posted on the company’s website before sending out the notice of the meetings so that shareholders can study all information prior to receiving the notice.
- Right to attend the shareholders’ meeting, express the opinions, ask questions, provide recommendations and participate in decision making for material changes. The Chairman of the meeting will allocate appropriate time and encourage the shareholders to express the opinions and ask questions related to the Company’s operation. The Company encourages the shareholders to submit their questions, proposed agenda as well as nomination of any qualified candidates to be considered as the Company’s Board of Directors to the Company prior to the meeting. All directors will attend the shareholders’ meeting to answer the shareholders in regard to the relevant matters.
- 2. Equitable Treatment of Shareholders
- Shareholders’ Meeting
The Board of Directors arranges the shareholders’ meeting in the way that the shareholders are treated equally. The Company shall arrange for the shareholders’ meeting at least once a year within 4 months after the fiscal year end. In case there is a special agenda that may affect or relate to shareholders’ benefits or relate to any matters as stated by laws that required shareholders’ resolution, the Company has to call for an extraordinary shareholders’ meeting on a case by case basis.
- Pre-shareholders’ meeting
The Company shall provide equitable treatment to all shareholders by disclosing information in regard to shareholders’ meeting both Thai and English on the Company’s website, http://www.sncformer.com 30 days prior to the meeting and submit such document to the shareholders more than 21 days prior to the meeting. Besides, the Company will announce in daily newspaper for 3 consecutive days before the meeting so that the shareholders can study in advance. Moreover, the Company will facilitate the shareholders to propose additional agenda and nominate qualified candidates to be appointed as the Board of Directors 3 months prior to the meeting. The Company has a pre-determined criteria for considering the additional agenda as proposed by the shareholders and determines procedure for the shareholders to nominate any candidates to be appointed as directors by proposed to the Nomination Committee with their qualifications and consents. Shareholders with management positions should not add any agenda items without notifying other shareholders in advance if not necessary, especially if it is an issue that will require shareholders to spend time to study relevant information before making their decisions. The Board of Directors also encourages the shareholders, who could not attend the meeting, to appoint their power of attorney to attend and vote for them. The Board of Directors will provide an option to shareholders by nominating independent director for their choice as their proxy and using the proxy form which the shareholders are able to specify their votes on each agenda.
- Shareholders’ meeting date
The Company will facilitate shareholders by providing staff to greet and assist each shareholder checking the document in order to attend the meeting. Also the Company will prepare stamp duty for shareholder who is the proxy grantor / holder. Before commence the meeting, the secretary of the meeting has to inform the quorum of the meeting, the vote count procedure. During the meeting, the Company will give the opportunity to all attendances for any inquiry or opinion expression and the Company shall completely and clearly answer to all questions. The Company shall convene the meeting by each agenda in order without any additional agenda that is not specified in the invitation letter for shareholders’ meeting. For the appointment of the Board of Directors agenda, the voting has to be for each director. The minutes of all meetings have to be recorded completely and accuracy, also the Company shall record the meeting in video tape and disclose on the Company’s website.
- Post Shareholders’ meeting
The Company shall submit the resolution of the shareholders’ meeting to the SET and disclose on the Company’s website within 14 days after the shareholders’ meeting
According to developing and improving the Shareholder Meeting as consecutively held, the Company is, in this year, ranked “excellent” from the evaluation of quality in holding Shareholder Meeting in the Project of Quality Evaluation of Shareholder General Meeting in 2017 as held by Thai Investors Association.
- Pre-shareholders’ meeting
- Conflict of Interest Policy
The Company has set the “Code of Conduct” for all staffs to perform accordingly and to ensure that they acknowledge its operation policy and shall not perform against the policy and benefit. All staffs have to disclose all conflict of interest transactions according to the code of conduct with regard to the conflict of interest as follows:
- Director and staff shall avoid any actions that will conflict with the Company’s interest, not only by contacting with the Company’s trading parties such as partners, customers, competitors or exploiting any opportunity or information received as be the director or staff of the Company for own benefit and should avoid to be in the business that compete with the Company or do other work except for the Company’s work which will affect own duty.
- Director and staff shall avoid holding the shares of the Company’s competitors in which it might affect the director and staff to act or not to act according to their duties or affect to the performance of their duties. In case the director and staff hold such shares prior to be the Company’s director and staff
- or before the Company entered into this business or inherited, such director and staff have to inform his supervisor according to his ranking.
- Shareholders’ Meeting
- 3. Roles of Stakeholders
The Board of Directors set the policy to treat all stakeholders such as customer, employee, trading partner, shareholder, payable and society by realizing their legal rights or any conditions of the agreements. The Company shall not enter into any actions that be considered in violation of the stakeholders’ rights in order to operate smoothly and build up the sustainable security and provide benefit fairly to all parties.
Policy for Shareholders Responsibility
- Perform duties with honesty and at the maximum capacity and equally treat to all shareholders.
- Regularly report to shareholders in relation to the Company’s operation with complete and accurate information.
- Report to the shareholders concerning the Company’s prospects for both positive and negative aspects with sufficient rationale
- Realize the importance of the basic shareholder rights which are:
- 4.1 Right to buy, sell or transfer shares
- 4.2 Right to share the profit of the Company
- 4.3 Right to obtain relevant and adequate information of the Company
- 4.4 Right to participate and vote in the shareholders’ meeting to elect or remove members of the Board, appoint the external auditor, and make decisions on any transactions that materially affect the Company
- 4.5 Right to be informed the criteria and procedures governing shareholders’ meeting
- 4.6 Right to express the opinion and ask question in the shareholders’ meeting
Policy on Employee Treatment
- Provide appropriate and fair remuneration and welfare
- Transportation arrangement covering employees’ residences
- on-site canteen offering clean food at reasonable price
- financial aid from elementary through college education for employees’ children
- scholarship at various levels for public institutions
- provident fund which provide saving for employees
- annual health check up
- annual bonus
- wedding allowance
- maternity benefits
- financial aid in the event of death
- welfare in the event of death of family member
- welfare for accommodation rental
- welfare for joint fund between employer and staff
- Ensure and maintain working environment for life and asset safety of the employees.
- Appoint, remove, reward or punish any employee by based on the appropriateness, knowledge and capability of such employee.
- Consistently focus on staff development for knowledge, capability and skill and provide extensively opportunity for all staff.
- Perform strictly according to the laws and regulations related to employee
- Provide channel to staff to complain any matters that might be wrong action and set up the guideline to protect the staff or the informer of the wrong action
Policy on Customer Treatment
- Deliver quality products per customer’s request or higher than customer’s expectation under the fair conditions.
- Provide correct, sufficient and updated information related to the product and service to the customers so that they have sufficient information for decision making without misrepresentation of quality, quantity or any conditions of products and services.
- Keep for all customers’ confidential information and shall not illegally utilize such information for the interests of the Company or related parties.
- Respond to customers’ demand promptly and provide efficient system and channel for customer to complain about the quality of product and service.
Policy on Competitor Treatment
- Encourage free and fair competition policy
- Perform under the rules of fair competition.
- Not unethically or inappropriately seek its partner’s confidential information such as bribing the directors and staff of its competitors, etc.
- Not destroy competitor’s reputation by negative accusing
Policy on Trade Partner Treatment
- Treat trade partner which recognized as its alliance and major success factor equally and consider for mutual benefit
- Select trade partner transparently, systematically with standard as well as develop and maintain relationship sustainability with trade partner and contract partner
- Trustworthiness with each other
- Perform strictly under policy of partner treatment by selecting only standard partner and comparing price before order product and assess partner with international standard criteria
Policy on Creditor Treatment
- Perform equitably and fairly to creditors and be based on fair benefit for both parties.
- Perform according to the agreement or other conditions as agreed. If the Company could not meet any condition, the Company has to inform partner and/ or creditor in advance in order to find the solution together.
- Under business negotiation, the Company shall avoid requesting, receiving or hiring for any dishonest benefits.
- If there is any requesting, receiving or hiring for any dishonest benefits, the Company shall disclose to creditors and find out fair and rapid solution together.
- Regularly report correct, complete and on-time financial statements to the creditors.
Policy on no violation of human rights of related parties
- The Company shall not prevent or not offer privilege or treat unfairly to any person.
- The Company shall not discriminate against any person because of his race, nationality, religion, gender, age, or education institution.
- The Company considers right of employees with regard to body, asset and safety.
- The Company provides freedom to employee to participate in politics under democracy.
Policy on no violation of intellectual property or copyright
- The Company shall not violate intellectual property, patent and trademark of any person.
- The Company’s staff has duties to keep confidential of commercial information and business operating methodology of the Company, customers and partners.
- The Company’s staff has to employ computer for work not for other thing which is illegal, or against ethics, culture and tradition.
- The Company’s staff has to use legal software license and the Company do not allow for installation or utilization of illegal software license.
The improper giving of gift, asset or other benefit may cause supportive image or commitment which may affect the decision making in performing duty and the Company may loss its benefit eventually. Therefore, the Company does not allow such transaction. Thus, it has set up the policy of giving or accepting gift, asset or other benefit in its business ethics and be guideline to perform. In the previous year, the Company has operated various activities with regard to corruption as follows:
- No corruption transaction or morality violation
- No director resignation caused by the Company’s corporate governance
- No negative reputation from failure of Board of Directors’ duties in corporate governance
Policy for the Society and Community Responsibility
- Be responsible for and assure that the environment and local tradition where the organization located shall be maintained.
- Consistently arrange or participate in society, community and environment activities in order to improve the community and the quality of life by the Company’s itself as well as cooperation with government and community.
- Prevent accident and control waste at the lower level than the accepted standard.
- Promptly and efficiently respond to the incident that affects the environment and community caused from the Company’s operation providing full cooperation with government staff and related parties.
- Encourage the Company’s staff to have consciousness and responsibility for its society and environment under environment management (ISO 14001) as well as utilize resources efficiently.
- 4. Disclosure and Transparency
The Board of Directors shall ensure that all relevant information, both financial and non-financial, is disclosed correctly, accurately, on a timely basis and transparently through the SET’s channel and the Company’s website. Such information will be consistently updated so that the investor and related party have sufficient and equal information for the decision.
The material information both financial and non-financial that have to be disclosed are as follows:
- Annual statements (Form 56-1) and annual report
- Corporate Governance policy and the result of the policy implementation
- Policies on environmental and social issues and the implementation of such policies
- A statement of the Board of Directors’ responsibilities concerning the Company’s financial reports presented alongside the auditor report of the Company’s annual report
- Disclosure of the roles and responsibilities of the Board of Directors and other committees, including the number of the meetings and attendances of each director
- Disclosure of the remuneration of the Board of Directors and the executives
Besides, the Company has set up the Investor Relation unit to communicate and promote useful information to the shareholders, investors, analysts and general public through various channels including analyst meeting, conference call as well as answer questions through phone and the Company’s website, etc.
November 28, 2017 The company got The Bets Investor Relations Awards on Set awards 2017
In 2017, The company will provide investor relations activities follows.
- Opportunity Day
The company joined the Opportunity Day to report operating results to investors, analysts and the media In 2017 Opportunity Day 4 times.
No. result Date Location 1 Yearly 2016 February 14, 2017 Stock Exchange of Thailand 2 Quarter 1/2017 May 15, 2017 Stock Exchange of Thailand 3 Quarter 2/2017 August 7, 2017 Stock Exchange of Thailand 4 Quarter 3/2017 November 6, 2017 Stock Exchange of Thailand
- Analyst Meeting
Analyst meeting to provide information to analysts the opportunity to get to know. The inquiries and questions to Executives directly. In 2017 analyst meeting 4 times.
No. result Date Location 1 Yearly 2016 March 21, 2017 Stock Exchange of Thailand 2 Quarter 1/2017 Jun 23, 2017 Stock Exchange of Thailand 3 Quarter 2/2017 September 27, 2017 Stock Exchange of Thailand 4 Quarter 3/2017 December 15, 2017 Stock Exchange of Thailand
- Site visit
Site visit held to provide an opportunity for investors, shareholders or those interested can visit the company's businesses and operations. And to create a good relationship between them.
No. Date Location 1 February 18, 2017 Visit Rayong plant 2 May 13, 2017 Visit Samutprakarn plant 3 August 11, 2017 Visit Rayong plant 4 November 11, 2017 Visit Samutprakarn plant
- 5. Responsibilities of the Board of Directors
The Board of Directors plays an important role in corporate governance for the best interest of the company. The Board of Directors possesses leadership, vision, and independence in making decisions for the best interest of the company and all shareholders. The Board clearly separates its roles and responsibilities from those of management and monitors the Company’s operations to ensure all activities are conducted in accordance with relevant laws and ethical standards. The Board of Directors also independently participates with the management in setting the Company’s vision in order to determine the short-term and long-term plan, financial policy, risk management including the overall appearance. Besides, the Board governs the management to operate the Company effectively and efficiently in relation to the business plan such as establishment of the internal control system, performance assessment of the Company’s group, etc. by considering the utmost benefit for its shareholders. The Board continuously has meeting to discuss the business direction and be the originator to support major actions such as human resources development policy, environmental development policy and culture of innovation establishment. The Board also realizes the importance of the attending the useful seminars including exchanging ideas with the management from other organizations in order to bring the knowledge to improve the Company’s group. The Company shall inform general information to the directors who be appointed in the first time and be responsible for expenses for the directors who attend any useful seminar to improve their performance as the directors.
All directors are qualified person with competency and established experience from different areas. The Board of Directors is in charge with the duty to determine the Company’s vision and mission and to give approval on business operation direction, policy, strategies and goal for the management as a scope for developing business plan, supporting plan and annual budgetary. KPI is used for monitoring its operation. In 2017, the Board took part in revising and approving vision, mission and strategies to ensure harmonized operation.
The Board monitors the implementation of strategies and operation results of the management and requires progress report of operation and results to be presented on monthly basis in the management meeting.
Corporate Governance Policy and Business Ethics
The Board of Directors has set the written corporate governance policy and business ethics, therefore, directors, executives and all staff shall realize the ethics standard which the Company using to operate the business. Besides, the Board of Directors shall constantly review the policy and performance according to the policy at least once a year as well as monitor the operation to operate according to the policy.
The Company has set the operation frame for corporate governance and business ethics for various aspects as follows:
- The Company’s directors, executives and all staff have to confidently and faithfully operate business in accordance with the Company’s corporate governance policy and business ethics.
- The Company’s directors, executives and all staff shall convey the corporate governance policy and business ethics to operate and manage business at all levels.
- The Company’s directors, executives and all staff shall adhere to the fairness and equal treatment to all stakeholders and perform for the benefit of the Company at the utmost capability with loyalty, transparently and be able to examined.
The Company is aware that having a good policy without strict implementation is not good for the organization; therefore, the Company promotes the good corporate governance, as follows:
- Provide training on good corporate governance;
- The President takes part in disseminating the good corporate governance by being invited as expert to convey the policies of and experiences in good corporate governance in a variety of occasions.
Leadership, Vision and Mission
The Board of Directors supervises for the establishment of vision, mission, target, policy, direction, long-term strategy, plan, budget and the corporate governance policy. The Board of directors assigns the executives to propose and the Board of Directors shall express the opinion and discuss with executives to get the same opinion before approval consideration. The Board of Directors appoints the Chairman of the Executive Committee and Managing Director to be responsible for its strategy development and to implement such strategy. The Board of Directors also considers and clearly determines scopes, duties and responsibilities among the Board of Directors, subcommittees and the management.
Policy of its director to be director of other listed company
The Board of Directors has opinion that to ensure that the director can devote his time to govern the Company efficietnly, such director should not be director of more than 3 listed companies and has to disclose details of appointment of each director in annual statement (Form 56-1) to notify shareholders. Such details can be able to see in SET website (www.set.or.th). At present, there is 1 director who are directors of other listed companies more than 3 companies. However, such appointment has no affect to their duties as the Company’s directors.
Policy of its director to be director of other company
To ensure the performance efficiency as the Company’s director, the Board of Directors has set policy that its director can be director of other company not more than 5 companies and has to disclose details of appointment of each director in annual statement (Form 56-1) to notify shareholders. Such details can be able to see in SET website (www.set.or.th). At present, there are 5 directors who are directors of other companies more than 5 companies. However, such appointment has no affect to their duties as the Company’s directors. There are 3 directors who are the directors of the Company’s subsidiaries
Policy of its managing director to be director of other company
The Board of Directors has set the policy of its managing director to be director of other company which the managing director has to inform the Executive Committee for an approval prior to be director of other company and such company has not been operated in the same business as the Company or competed with the Company.