The Company establishes the good corporate governance policy to be the guideline for the Board of Directors, the Management and employees of the Company to comply with the relevant laws, rules, and regulations in order to create confidence in business operations with responsibility, transparency and equitable treatment of stakeholders. The Board of Director is committed to manage the operation and is also aware of the significance of the corporate governance so that the Company’s operation will be strictly in compliance with the rules of the Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand (“SET”), enhancing the management efficiency and resulting to value added creation for the Company and shareholders in the long term. The major themes of the Company’s corporate governance in 2014 are as follows
The Company recognizes the importance of shareholders and provides the policy on equitable treatment of shareholders which is specified in the corporate governance policy of the Company. The basic shareholder rights include; the right to buy, sell and transfer shares, the right to receive adequate, correct and updated information on the Company in a timely manner and on a regular basis, the right to dividends, the right to attend shareholder’s meetings in which they can vote for the appointment or removal of directors and the appointment of auditors. Shareholders should be fully informed of the criteria and procedures governing shareholder meetings and sufficient information regarding the issues to be considered. Shareholders should be able to take part in proposing agendas, nominating directors, making inquiries in the meeting and authorizing other persons to attend the meeting on their behalf.
The Company organizes an Annual General Meeting within 150 days from the end of the Company’s fiscal year. In case of urgent events regarding issues that affect or concern shareholders’ major interests which require shareholders’ approval, the Board of Directors can call an extraordinary meeting of shareholders on a case-by-case basis. In 2014, the Annual General Shareholders’ Meeting of the Company was held on April 25th, 2014 at the Mongkolsuthree Room, Synnex (Thailand) Public Company Limited. There were 7 directors who attended the Meeting in person and 1 director absent from the Meeting. The Company recognizes shareholder rights according to the law and avoids any actions that violate those rights as follows.
Prior to the Shareholders’ Meeting Date
The Company has a policy to promote and facilitate shareholder participation in the Meeting, including institutional investors interested in the investment with the Company in the future.
The Company provides and sends out a letter of invitation to all shareholders and institutional shareholders, which contains the meeting agenda, important and necessary information needed for shareholders to consider, opinions of the Board of Directors, minutes of the previous meeting, annual report, all types of proxy forms including Form A, Form B and Form C as specified by the Ministry of Commerce with the proxy procedures, and details regarding date, time, venue and map of the meeting. The letter of invitation will show details of documents that shareholders need to present on the meeting date for maintaining their rights to attend the meeting. Such letter of invitation will be delivered to the shareholders at least 14 days prior to the Shareholders’ Meeting date to ensure that the information related to voting decision received by the shareholders is sufficient, accurate, complete and transparent. The information must also be announced in the newspapers in Thai for 3 consecutive days and at least 30 days prior to the meeting. In addition, the meeting agenda of each meeting is also published on the Company's website at least 30 days in advance of the Shareholders’ Meeting for shareholders to study information and prepare themselves in joining the meeting before receiving the meeting documents.
The Company allows shareholders to propose a meeting agenda and nominate director candidates for the election. Shareholders will be informed In case that additional meeting topics are added to the agenda. In case of urgency or for the purpose of reserving the rights or interest of the Company, the letter of invitation will be sent at least 14 days prior to the meeting and information regarding the meeting agenda will be published on the website of the Stock Exchange of Thailand and the Company’s website for shareholders in advance prior to sending the documents.
On Shareholders’ Meeting Date
The Company will facilitate all shareholders on the meeting date equally by sufficiently providing welcoming officers and information for checking documents and registering for the meeting attendance. In addition, the Company provides the meeting venue with the sufficient area to support shareholders residing in Bangkok or nearby provinces. Prior to the meeting, the Chairman of the Board will clarify rules and criteria in relation to the meeting, such as the opening of the meetings, voting procedures, and counting of shareholders' vote for each session, in accordance with the Company's Article of Association. For the vote counting, the Company will count votes of shareholders who have not cast their votes for all agendas in the meeting and the results thereof are disclosed at the meeting. The Company separates the vote casting for each item clearly to reserve the rights of shareholders.
For the vote counting, the Company provides an independent external individual to be a voting inspector for counting and validating votes at the general meeting and extraordinary meeting. The votes will be disclosed to the meeting and recorded in the minutes. During the meeting, the Chairman will give equal opportunity to shareholders to exercise their rights for protecting their benefits by fully asking questions, giving opinions and suggestions, and casting votes at the meeting. Shareholders are entitled to participate in making decisions on important issues possibly affecting the Company, such as appointment or removal of directors, nomination of individual to be an independent director, approval of auditors, dividend allocation, capital increase or decrease, formulation or amendment of Articles of Association and Memorandum of Association, and approval of special items, etc. However, the Company allows shareholders attending after commencement of the Shareholders’ Meeting to exercise the rights or cast their votes for the agenda items that are still under consideration and do not reach the resolution.
The Company specifies interests of directors in the letter of invitation. In the Shareholders’ Meeting, if any directors with beneficial interests in any issues on the agenda or having involvement in the consideration process, the Chairman of the Meeting will inform the attendants before considering the agenda. Such directors with beneficial interests will not participate in the meeting and abstain from voting thereon. Moreover, in the meeting, the Chairman of the Board, directors and relevant executives are responsible for attending the Shareholders’ Meeting for answering questions to shareholders.
Following the Shareholders’ Meeting Date
The Company will disclose the voting results of each agenda item in the Annual General Meeting and extraordinary meeting of shareholders on the next business day on the Company’s website and prepare the minutes of Shareholders’ Meeting and report to the Stock Exchange of Thailand within 14 days after the meeting according to the requirements of the Stock Exchange of Thailand. The record of meeting details, containing record of minutes of meeting, vote casting, inquiries of shareholders on each agenda item, is disseminated completely and appropriately.
In the Annual General Meeting of shareholders, the Company pays attention to all shareholders by offering opportunities to them to propose extra agenda items and nominate qualified individuals to the election of the Board of Directors at least 90 days prior to the Annual General Meeting of shareholders. The rules on exercising such rights will be disseminated through the communication channels of the Stock Exchange of Thailand. In addition, explicit criteria for considering the proposed agendas for the Annual General Meeting of Shareholders shall be notified via the Company’s website. Shareholders are entitled to appoint a proxy to attend and vote on his/her behalf at the meeting. Each shareholder has the rights to receive a proxy form and instructions to complete the form. Any proxy who submits a completed proxy form to the committee at the Shareholders’ Meeting is allowed to attend the meeting and vote on behalf of the shareholder. The proxy may be appointed from the list of the independent directors designated by the Company in the proxy form of the Company. Furthermore, after the registration period has elapsed, shareholders who wish to attend the meeting can register to attend without losing their rights.
The Company applies the ballot paper with barcode technology classified by major issues of each agenda item for encouraging the shareholders to cast their votes as deemed appropriate. The scores on ballot papers and on proxy forms are calculated altogether. Then, total scores will be finally declared to the meeting. For the purpose of transparency, the Company will collect the ballot paper from shareholders for further audit.
The Company has the policy to disclose updated information via the Company’s website so that shareholders are able to acknowledge the Company’s changing news and important information, as well as information disclosed by the Company according to any requirements. After reporting to the Stock Exchange of Thailand, the Company will publish such information on the Company’s website in both Thai and English version. (Annual Report in English version will be published in a form of file only and it can be downloaded on www.tks.co.th within 45 days after the 2015 Annual General Meeting of Shareholders.)
However, the Company also has the policy to allow directors or top executives to trade securities of the Company and will report the security holding to the Board of Directors’ meeting and also notify to the Office of Securities Exchange Commission within 3 business days for further publishing to the public. In addition, directors or top executives must report their interests to the Board of Directors’ meeting.
The Company has realized the equitable rights of all stakeholders so it supports the cooperation between the Company and stakeholders, including major concerned individuals, namely shareholders, vendors and service providers of the Company, customers, and employees. The practice and procedures are based on integrity, fairness and transparency without seeking for personal benefits conflicting with the Company and stakeholders’ benefits as follows;
The Company treats all shareholders with equality and fairness based on the basic rights, adheres to the good corporate governance practices, aims to be trustworthy and transparent business representative of shareholders and provides a reliable accounting and financial system, to ensure that all shareholders are treated equally in all areas relating to the Company, such as rights to attend the meeting and cast votes in the Shareholders’ Meeting, proxy granting, providing information in advance at appropriate time for decision-making, meeting venue, appropriate time allocation, disclosure of interests and rights to express opinions freely in the meeting, etc. In addition, the Board of Directors will not perform any operations which may cause the conflict of interest to the Company, seek for personal benefits, and disclose confidential information to any third parties.
The Company aims to provide products and services with high quality and standard to its customers for the utmost benefits, including prices, quality and confidence that the Company will protect customer’s data. In addition, the Company also provides the product quality inspection, timely and accurate delivery, equal and transparent compliance with contracts, agreements or conditions of customers, and attention to all requirements of major and retail customers by providing customer service unit, giving advice and accepting suggestions or comments of customers, including confidentiality.
Rules and Guidelines are as follows
The Company realizes the importance of human resources, including welfare, safety and improvement of working environment. The Company operates and supervises employees under the policy on occupational health, safety and environment. The Company pays the remuneration to employees appropriately in line with the remuneration payment in the same industry and also provides welfares, such as provident fund, Employee Joint Investment Program (EJIP), medical checkup for all employees, using face mask and noise protection equipment for employees working under the conditions of dust and loud machines. Each year the Company inspects the working environments, such as lights at workplace, quantity of dust and noise volume in factories, quality of drinking water, etc.
Regarding to work environment improvement, the Company aims that all employees must have pride and confidence in organizations by fostering organizational culture. T.K.S. SMART Project is the scheme to encourage employees to work as a team, learn new things, have service mind and awareness of morality, respect each other, accept rules and adaptation, and aim at the same goal. Furthermore, the Company develops all levels of employees in order to enhance their competencies to support the business growth in the future. Trainings are provided to promote and increase knowledge and capabilities in areas related to employees of each department at the reasonable and appropriate level based on performances of each employee at each level. Plus, knowledge is relayed to employees in such departments as well.
Regarding to addressing comments and suggestions, the Company annually organizes the annual general and extraordinary meeting so that employees are able to listen to policies and operating results of the Company. In addition, they are allowed to inquire and express any comments to executives. The Company also prepares the comment and complaint box and the managing director is solely entitled to open the comment box.
For new employees, the Company holds the orientation program on the first date of their employment to ensure that they acknowledge the Company’s policy, Articles of Association, rule, regulation, business structure, basic organizational culture, welfares and other benefits of the Company. Within 1 year, the Company will organize the orientation activity for new employees so that they can get to know colleagues, seniors and executives. This is to build and strengthen good relationship among employees in the Company, employee engagement and teamwork.
Society, Community and Environment
The Company provides the quality control system (ISO 14001) for monitoring the environment so it is ensured that communities nearby the Company will be safe and free from pollution. In addition, the Company holds activities with nearby communities for the purpose of living together happily, such as free medical checkup for elderly in nearby areas, scholarship for students in nearby schools, etc.
The Company has strictly complied with the terms of loan contracts and agreements, including debt repayment, loans, interest, and obligations to the trade accounts payable, has never violated the agreed terms and conditions or concealed any information or facts that potentially cause damages to its creditors. These practices have always bolstered confidence among its creditors. In addition, the Company also has the activities together with creditors for exchanging knowledge and holding joint seminars occasionally.
The Company realizes the importance of business partners. The Company purchaes products and service from business partners accoring to the trading conditions, including laws, rules and contracts fairly and transparently, and focuses on timely payment of products. However, the Company provides the system for selecting business partners who are reliable and responsible for the environment and socitey. This is to ensure that customers will receive products and services with high quality and specified standards.
The Company cooperates with the public sector as a good citizen by strictly complying with laws, rules and regulations relating to the Company’s business.
Practices are as follows
Criteria on Selection and Evaluation of Company’s Business Partners
The Company adheres to the ethics and Code of Conduct regarding relationships with business competitors of the Company. Business competitors are treated in accordance with the international standard under the framework of law on trade competition principles and rules of good and equal competition. The competition must be fair, without information distortion, deception or other malicious means of competition. The Company does not damage reputation of business competitors by accusing, slandering and attacking without any reasonable proof or perform any actions which are unfair to the competition The Company will not make any unlawful or dishonest exercise in seeking information or trading secrets of competitors, and obstruct any business competitors,
Intellectual Property or Copyright
The Company has a policy to comply with the law on non-violation of intellectual property or copyright. The Company does not support employees to violate intellectual property or copyright of others without permission. This is the practice according to the ethics and Code of Conduct regarding intellectual property and use of information technology and communication of the Company.
The Company establishes the policy against corruptions to be the guideline of operations. The Company operates the business by applying strategies of fair and transparent business competition, adhering to good quality of products and services, and strictly abiding by the relevant laws in order to prevent the corruptions in all business activities and carefully consider and perform any decision and business operations possibly pertaining risks from corruption
The Company realizes the importance of information and data disclosure, including financial information and other non-financial information, to the public. The important information of the Company consists of financial information and non-financial information. In 2014, disclosure of financial information, particularly financial statements, has passed the review/audit of auditors, who expressed the opinion that it is accurate in accordance with generally accepted accounting principles, and the approval of the Audit Committee/the Board of Directors before disclosing to the shareholders. The Board of Directors also reports its responsibility to financial statement in the annual report and discloses the details of remuneration of the Board of Directors under the topic of “Management Structure”.
Regarding to the disclosure of non-financial information, the Company has revealed such information according to the requirement of the Securities Exchange of Thailand and the Office of Securities Exchange Commission, including connected truncations and analysis of the Management on the website of the Stock Exchange of Thailand, www.set.or.th, and the website of the Office of Securities Exchange Commission, www.sec.or.th, according to the criteria set by the Stock Exchange of Thailand and the Office of Securities Exchange Commission. In addition, the Company’s website, www.tks.co.th, is updated regularly to ensure users have convenient access to timely news and information for their utmost benefits. If there is any inquiry, shareholders and stakeholders can contact the Investor Relations and Corporate Communication Department at Tel. 02-784-5888 ext. 5216, email: [email protected] and [email protected], for receiving information equally.
In addition, the Company also pays attention to the relationship with shareholders, general investors and analysts. Therefore the Company also disseminates information of the Company to investors, both existing shareholders and prospect shareholders. In 2014, the Company’s top executives and Investor Relations Section provides and notify information of the Company to the public, shareholders, investors and stock analysts. The number per year can be summarized as follows;
1. Structure of the Board of Directors
The election of Board of Directors’ member is subject to the resolution of the Shareholders’’ Meeting based on the criteria and methods set by law and the Company’s Articles of Association. As of December 31, 2014, the Board of Directors consists of 8 members as follows;
The independent directors are independent from the Company’s management and major shareholders. They do not have any business relationship with the Company in a manner that may restrict their expression of opinions and are qualified based on the definition of independent directors as detailed under “Independent directors”.
Term of Service of Directors
Directors have the term of service for 3 years. Upon the expiration of the term of service, a retiring director may be re-elected to assume the director position.
At every annual general meeting, one-third of the directors, or, if the number of directors is not a multiple of three, then the number nearest to one-third, shall retire from office.
In case directors vacate the office by other reasons apart from vacating upon the end of office term, the Nomination and Remuneration Committee will consider and select any persons and nominate to the Board of Directors for consideration. Such candidates will hold the director position within the remaining term of the director he/she replaced.
Holding of director position in other companies and listed companies
For the efficiency in performing duties as a director, the Board of Directors has set the policy on holding director position in other companies and listed companies. According to the policy, each director can be appointed as the director of the listed companies not more than 5 companies.
In case any directors holding the position of director or executive in other companies, such directors have to disclose the details of the position holding to the Company. It is considered to the conflict of interest which requires reporting as specified in Chapter 4, Disclosure and Transparency
Position holding of executives in other listed companies
The Board of Directors has formulated the policy on position holding of top executives in other companies from the level of Department Manager or higher. Prior to the director position holding in other listed companies, executives must report the details of position holding to the Company as specified by laws, unless it is the position holding assigned by the Company. Executives must not hold the director position in any companies which has the same nature of business as or is in competition with the business of the Company.
Policy on Diversity in Structure of the Board
The Board of Directors has prescribed that the structure of the Board should consist of directors with various qualifications in terms of skills, experience, expertise, specific capabilities that are beneficial to the Company, understandings of the Company’s business and gender. There should be at least one non-executive director having prior working experience in the business or major industry in which the Company is operating.
The Board of Directors appointed 4 subcommittees to follow up and supervise operations more closely and report to the Board of Directors on a regular basis. Subcommittees consist of the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee and the Corporate Governance Committee. The Board of Directors clearly defines the power, duties and responsibilities of each subcommittee.
3. Independence from the Management of the Board of Directors
Segregation of Positions between Chairman of the Board and Managing Director
The Board of Directors plays an important role in supervising businesses for the utmost benefits of the Company and shareholders. To balance the power of operation, the Company has segregated the position between Chairman of the Board and Managing Director, who is not allowed to be the same person. The Chairman of the Board is an independent director with the qualifications as specified by laws and the Company and does not have any relationship with the Management.
Balance of Power of Directors
The Company has non-executive directors accounting for at least half of the total number of directors and a minimum of 1/3 of the total directors must be independent directors and at least 3 directors must have the qualifications as specified by laws and the Company. They are expected to participate in the governance of the business both independently and objectively for the highest benefits of all shareholders and stakeholders of the Company.
4. Roles and Duties of the Board of Directors
5. Policy on Conflict of Interest
The Company provides the policy on conflict of interest in order to maintain the utmost benefits of the Company and shareholders. All of the Company’s directors, executives, employees and employees of its subsidiaries and affiliated company must avoid exploit for personal benefits which has an impact on performing their duties for the Company’s benefits or causes difficulties in performing operations correctly and efficiently. The Company does not support the Company’s directors, executives and employees to participate in any connected transactions which a conflict of interest might arise. In case of involving in connected transactions, they must be considered appropriately and the Board of Directors will supervise and monitor them to ensure that they are strictly in compliance with the rules, methods and disclosure of connected transactions of listed companies and acquisition or disposal of the Company’s major assets, including the accounting standard as specified by the Association of Accountants, laws on securities and exchange and regulations, notifications, orders or requirements of the Sock exchange of Thailand and the Office of SEC.
6. Policy on Risk Management
7. Board of Directors’ Meeting
The Company notifies each director of the Board of Directors’ Meeting schedule in advance for one entire year. The Board of Directors’ Meeting is scheduled to be held quarterly, with a special session meeting allowed to be convened as deemed necessary, if necessary. The meeting must be organized at least 4 times a year. The Secretary of the Company will be responsible for delivering the notice of the meeting to each director in advance to allow the directors to allocate their schedules for attending the meeting. The invitation letter includes the clear agenda items and agenda for considering and following up regular operations. The invitation letter together with meeting agenda and related meeting documents must be delivered to all directors not less than 7 days before the meeting, unless it is deemed essential or urgent for maintain rights or benefits of the Company. Additionally, any directors are entitled to propose agenda items by notifying in advance before the meeting date for considering and including them in the meeting agenda or propose additionally at the meeting in other agendas. However, the number of meeting attendance of each director is presented in the topic of Management Structure.
8. Board of Directors’ Performance Evaluation
The Company defines in the good corporate governance that performances of the Board of Directors, Chairman of the Board, managing director and specific committee must be evaluated annually. The Nomination and Remuneration Committee will formulate the evaluation form and screen it before presenting it to the Board of Directors for approval. It is used to be the framework of auditing the Board of Directors’ duties and also consider and review performances, issues, and problems occurred in the previous year. The procedures of the evaluation are as follows;
The performance evaluation for the entire Board of Directors includes the following areas;
The performance evaluation for each individual director includes the following areas;
9. Subcommittees’ Performance Evaluation
The Board of Directors arranges the annual performance evaluation for subcommittees such as Audit Committee in order to review their performance as well as operations during the past year for improving and enhance the efficiency of operations. The result of the evaluation will be presented to the Board of Directors’ Meeting for consideration and acknowledgement.
The Company clearly establishes the policy of remuneration of directors and managing director. The Nomination and Remuneration is responsible for screening appropriate and adequate remuneration when compared with the remuneration within the same industry. The number of meeting attendance of each director is shown in the topic “Management Structure”.
11. Development of Directors and Executives
Each newly appointed director, top executive and secretary of the Company will be sufficiently informed of general information and information on business operations of the Company, rules, regulations and practices for directorship and executives of the Company to ensure that they are able to perform their duties with integrity, carefulness and for the utmost benefits of the Company and shareholders.
The Board of Directors and top executives focus on the participation in training programs or seminars or skill and knowledge development. The Board of Directors was trained in the following programs of Thai Institute of Directors (IOD); Director Certification program (DCP), Director Accreditation Program (DAP), Role of the Chairman program (RCP), Role of the Compensation Committee program (RCC), Financial for Non-Finance Director program (FN), Financial Institutions Governance program (FGP) (As detailed in Attachment 1, Profile of Directors and Executives, Page 1-13)
In addition, the Board of Directors, top executives and secretary of the Company will be trained and developed their knowledge continuously in order to perform their duties and supervise the business of the Company efficiently. In 2014, the details of training program attendance and tour of inspection in other units or organization for the Board of Directors, leading to useful views and perspectives applied to the Company’s business, can be summarized as follows;
|Mr.Supant Mongkolsuthree||CPX Group (Celtic Manor)|
|Miss Siriwan Sukanjanasiri||EFORMA AGM|
12. Orientation Program for New Directors
The Company recognizes the importance of performing duty of new director by establishing the orientation program for all new directors to ensure that they acknowledge the Company’s expectation towards roles, duties and responsibilities of directors, the Company’s overall operational guidelines, structure of the Company’s subsidiaries and affiliated company, and the Company’s good corporate governance practices, including understand the Company’s business and operations in order to prepare for performing duties of directors.
Top executives will describe significant information of the Company and provide the director handbook and business ethics of directors and employees. The Company has the policy supporting directors to attend the trainings in order to enhance their understandings of roles and missions under the good corporate governance campaign. The directors can attend the training programs arranged by Thai Institute of Directors or relevant agencies and the Company will be responsible for all expenses.
13. Communication with the Management
The directors are able to access and communicate directly with the Management and the Secretary of the Company, where appropriate. However, the access and communication shall not intervene or interfere with the normal business operations of the Company.