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Head Office

252 SPE Tower Building, 14th floor

Corporate Governance policy

        Corporate Governance, as defined by the Stock Exchange of Thailand (SET), is a set of structures and processes of the relationships between a company’s board of directors, its management and its shareholders to develop the company’s competitiveness, growth and shareholder value in long term while taking into account the interests of other company’s stakeholders. The Board of Directors has conducted business in accordance with the concepts of good corporate governance as defined by the Principles of Good Corporate Governance and the regulations specified by the Securities Exchange Commission (SEC) in order to promote the Company’s management efficiency and to serve as a basis for sustainable business development, which are presented in 5 categories as follows:

 
  1. Rights of Shareholders
  2. Equitable Treatment of Shareholders
  3. Role of Stakeholders
  4. Disclosure and Transparency
  5. Responsibilities of the Board of Directors

Chapter 1 and 2 - Rights and Equitable Treatment of Shareholders

     
      The Company must recognize shareholders’ rights and ensure equitable treatment to all shareholders in respect of both statutory rights, such as the right to attend and vote in shareholders’ meetings, the right to approve dividend payment and the right to specify remuneration for directors; and non-statutory rights such as disclosure of information and news to shareholders via the Company’s website.

      With regard to shareholders’ meetings, all shareholders are allowed to propose the meeting agendas and the names of candidate directors to the Company in advance from beginning of December prior to the Company’s Annual General Meeting of Shareholders. Additionally, the Board of Directors has set various criteria such as the shareholding percentage of those proposing candidate directors, support data for consideration, various channels for submission of information and the submission deadline. Relevant information will be published through the channel of the SET and details of the said criteria are also available on the Company’s website. The Company’s meeting invitation contains supporting information for each agenda and various proxy forms as well as a list of independent directors in case any shareholders are unable to attend the meeting but would like to assign proxy to attend the meeting on their behalf. The Company has posted the meeting invitation and related attachments in both Thai and English via its website in advance of the meeting so that shareholders can study all information prior to receiving the invitation.

      At the Annual General Meeting of Shareholders, all members of the Board of Directors shall attend the meeting unless having inevitable matter. In 2017, all Board members attended the meeting and the meeting Chairman, who is also Chairman of the Board of Directors, informed all the attendees about regulations governing the meeting, enabled the shareholders to use their right to elect each individual director, as well as allowed the shareholders to express their opinions and pose any inquiries relating to the meeting or the Company. Furthermore, the Company has encouraged the shareholders to send their questions to the Company in advance via the Company’s email.

      Additionally, the Company will not immediately disseminate additional important documents during the Annual General Meeting of shareholders, not add any agendas or change the important information without notifying the shareholders in advance and not deprive of shareholders rights, (Any Shareholders who are late for the Meeting still have the rights to attend and vote on the next agendas).

      After the Company’s Annual General Meeting of Shareholders, the meeting minutes shall be prepared for dissemination through the Company’s website within 14 days.

      With regards to control of usage of internal information, the Board of Directors has a policy to prevent directors, executives, and employees from using internal information they may acquire through their status for their own or other persons’ benefits.  Details of this policy are presented under the section “Supervision of Inside Information Usage”. In addition, the Company has prescribed measures and procedures on the approval of connected transactions between the Company and its stakeholders or relevant parties to ensure that the directors who have conflicts of interest or participated in such transactions do not have the right to vote in the decision making process.

Chapter 3 - Role of Stakeholders


3.1    Treatment of Stakeholders rights
      The Company shall treat its stakeholders according to their rights as prescribed by laws and shall promote cooperation with its stakeholders in building business growth and sustainability. 
      The Company realizes the importance and gives due care to all groups of stakeholders both inside and outside the Company, such as the shareholders, employees, customers, suppliers and competitors with respect to their legal rights, as well as undertakes responsibility for the society and the public. The Board of Directors therefore stipulates and disclosures a code of business ethics and best practices in work on the company’s website as guidelines for the Board of Directors, the management team and employees in their operations. It is the duty and responsibility of everyone to comply with this code. The synopsis is as follows:

      Shareholders Treatment Policy
      To ensure that the Company observes the principles of equitable treatment of shareholders; the following guidelines were determined:

  1.To operate business with honesty and integrity, prudent decision-making, and fair treatment of all shareholders for their maximum benefits.
2.To supervise operations to ensure a solid financial position with strong management to protect and add shareholders’ benefits.
3.To be committed to building quality and stable growth to ensure that the shareholders receive good rates of return in line with economic and industry circumstances. 
4.To respect the shareholders’ rights to equally obtain necessary information to evaluate the Company as well as to disclose its operating results, financial position, and supporting information according to  facts and requirements of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
5.To treat all shareholders with equality at shareholders’ meetings and in other cases. 
6.To manage the organization by adhering to the principles of integrity and ethics. To promote integrity and ethics at all levels of the organization. To monitor, supervise, and manage possible conflicts of interest within Company.

      In 2017, the Company had no disputes, lawsuits, or complaints with its shareholders.

      Policy regarding best practice on employees
      The Company realizes that every employee is an important resource of the Company and a key success factor to achieve the Company's goals. The Company, therefore, ensures that they all receive equitable treatment in respect of opportunity, compensation and development of their ability.

      The Company adheres to the following remuneration principles:

  1.To treat the employees with respect for their honour, dignity and personal rights;
2.To maintain the working environment for the safety of lives and personal properties of the employees;
3.To promote, reassign, take disciplinary action against and give reward to employees on the basis of their knowledge, performances, eligibility and good faith;
4.To place importance on the development of employees' competency through various activities such as seminars, training, etc.;
5.To adhere to fair employee compensation and welfare policies which are consistent with the Company's short-term performance, relating to market conditions, business competition, nature of work, employee performance and Company’s profitability etc. In the long term, it will include the performance measurement in accordance with Balance Scorecard, etc.;
6.To listen to employees' opinions and suggestions based on their knowledge and skills. 

      In 2017, there was no legal dispute or complaint between the Company and employees.

      Policy regarding best practice on customers
      The Company stresses the importance of customer satisfaction and confidence. Thus, the Company makes a policy to treat our customers as follows:

  1.To provide high quality product and services at reasonable prices; 
2.To give true and correct information to customers without exaggeration that may mislead about the quality, quantity or conditions of those services;
3.To maximize customers’ benefits with integrity and honesty, including giving beneficial advice to the customers;
4.Not to claim or receive any benefits from the customers by abuse of the employee’s position;
5.Not to use the customers’ information for personal interests.

      In 2017, there was no legal dispute or complaint between the Company and customers.

      Policy regarding best practice on creditors 

      The Board of Directors has defined the policy about fair treatment and responsibilities towards the creditors, especially for the terms of guarantee, capital management and delinquency. For examples, as regards the capital management, it is the Company policy to maintain high current ratio and appropriate debt to equity ratio. This means the Company’s ability to pay debts to its creditors and suppliers continuously and punctually. As for the terms of guarantee, the policy is not to let the guarantor become affected and to be responsible should any problems arise. Regarding the delinquency, the Company will find an expedient solution to the problems in order to pay off the debts to the creditors.

      In 2017, the Company fulfilled the creditors’ terms and conditions without any debt default incident.

      Policy regarding best practice on trading partners and contract parties

      The Company treats its suppliers equally and fairly based on mutual benefits as suppliers are the major factor in the Company’s accomplishments. The Company’s principles are as follows:

   1. The procurement of goods and services must be systematic and up to standards under the following rules:
  • A competition on equal information;
  • Having criterias for suppliers assessment and selection;
  • A preparation of appropriate and fair contract;
  • Having a monitoring system to ensure the full compliance with the contract conditions, and also to prevent fraud or misconduct in every step of procurement;
  • A punctual payment to suppliers in accordance with the mutually agreed terms and conditions.
2. Developing and maintaining a sustainable relationship with suppliers and contract counterparties through mutual trust without false advertising or misleading.
3. The Company shall treat its trading partners and contract parties with equality and fairness and based on fair compensation for both parties. All contracts and provisions agreed upon by both parties shall be strictly complied with.
4. The Company aims to build and maintain long-lasting relationships with its trading partners and contract parties with clear objectives on the quality of goods and services which is worth the money, the quality of techniques, and mutual trust.

      In 2017, there was no legal dispute or complaint between the Company and suppliers.

      Policy regarding best practice on competitors

      The Company competes fairly with all business competitors under the justified framework as follow:

  1.Not to seek confidential data of its competitors by dishonest or inappropriate methods;
2.Not to damage the reputation of its competitors by making false accusation;
3.Not to violate the intellectual property of any individual or competitors.

      In 2017, there was no legal dispute or complaint between the Company and its competitors. 

      Social and Public Responsibility
      The Company places importance on taking responsibility for society and all groups of stakeholders as follows: 

  1.To comply with statues, laws, and regulations concerned.
2.To take into consideration environmental conservation and safety management aspects.

      In 2017, The Company emphasizes the importance of the social and public responsibility through its compliance with laws and related regulations, management of environment issues, and adoption of safety measures for business operations. With regards to environment, the Company has determined measures to reduce environmental impact at the job sites and the maintenance yard. Furthermore, the Company has promoted the resources and energy saving campaign among employees through reduction in use of electricity, water, and especially fuel. Our survey shows that the fuel has been used in a more efficient manner.
      Furthermore, in 2017, the Company deemed that certain government hospitals still lacked various items of medical equipment and therefore conducted a survey. According to the survey, it was found that the state-owned Pathumthani Hospital still did not have enough blood oxygen level and blood pressure measurement devices for the outpatient department (OPD): The device has various functions including non–invasive blood pressure function for infants to adults. The devices are for oscillometric measurement of systolic blood pressure, diastolic blood pressure, and mean arterial pressure values as well as pulse rates. The devices are also used to measure oxygen saturation level in blood through skin. The devices have several other useful features that help improve patient treatment capabilities. The Company decided to donate one of such devices worth Baht 100,000 to the hospital. The Company also donated cash totaling Baht 60,000 for charity to the Thai Red Cross Society Fair, the Kathin ceremonies, and the run charity event by the Children’s Hospital Foundation.

3.2    Respect for Human Right
 
    The Board of Directors has set up a policy to avoid human rights violations by providing guidelines on the respect of human rights for its directors, management and employees as follows:

 
  • The Company treats all employees with respect for their honor and dignity;
  • The Company provides the employees with communication channel to voice their suggestions and complaints about their work. Those suggestions and complaints will be seriously considered and solved for the benefits of all concerned parties and for the good relations in the organization;
  • The Company encourages the employees to exercise their civil rights in accordance with the Constitution and laws;
  • Any biography, biodata, work history, etc. of each employee will be kept confidential. Employee’s  personal data cannot be disclosed or transferred to the public without the employee’s permission. Violation of this rule is regarded as a disciplinary offense, except when acting in compliance with laws or the Company’s regulations;
  • The Company is against any violation of human rights and corruption;
  • All employees must not verbally or physically abuse other people on the basis of race, sex, religion, age and mental or physical disability.

      In addition, the Company has issued operating guidelines on the employment in compliance with the labor law for both the Company’s employees and its suppliers. This includes the employment of child labor or forced labor, as well as the installation of appropriate safety and sanitary system at workplace. So far, there is no report or complaint on human rights abuse.

3.3   Intellectual Property or Copyrights
      
      The Board of Directors has set out a strict policy not to violate intellectual property or copyright and has laid down operating guidelines to check the work or information obtained, which belonged to others, prior to using in the Company. This is to prevent the violation of intellectual property or copyright of other people. Should there be a case of violation; the company will expedite the solution to the problem along with compensation to those being abused.

3.4   Anti-Corruption and Corruption Control

      
The Board of Directors adheres to the importance of conducting business with honesty, fairness and transparency. Thus, in 2016, it was agreed by the Board of Directors that the company sign a Declaration of Intent to join Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC) to fight against corruption in private sector with IOD, Thai Chamber of Commerce, Joint Foreign Chambers of Commerce and Thai Listed Companies Association. This project is supported by the Government and the Office of the National Anti-Corruption Commission.
The company has a corruption risk assessment process and an internal control system to control, prevent, monitor and evaluate whether the Company has adequately and appropriately complied with its internal control policy, which is beneficial to the Company’s awareness about its internal frauds.  

      The employees were occasionally trained in business ethics, especially anti-corruption measures. On February 11, 2014, the executives, project managers, engineers and foremen of the Company jointly declared their commitment towards fighting against frauds and inappropriate behaviors within the organization and outside of the organization to prevent all forms of corruption, whether direct or indirect. Also, the anti-corruption policy and the anti-corruption measure handbook were developed for use as guidelines for the Company and its subsidiaries. Details of them were disclosed on the Company’s website. On March 2, 2018, the Company submitted the documents to apply for membership with Thailand's Private Sector Collective Action Against Corruption (CAC). Now, the matter is being considered.



3.5   Environmental Responsibility and Sustainable Use of Resources

      It is with the support of the Board of Directors to provide education and trainings to the employees regarding environmental protection. Thus a policy is implemented, and action plans are clearly announced. Every employee must strictly adhere to this operating guideline as well as the law and other environmental standards as declared on Corporate Social Responsibility.

Policy Regarding Reports on Misconduct (Whistle-blowing) 

      It is the Company’s policy to allow stakeholders, both insiders and outsiders, to blow the whistle or file a complaint regarding illegal or unethical acts, inaccurate financial reporting or internal control system faults through the Member of the Audit and CG Committee or the company secretary, who will forward to the Audit and CG Committee for investigation and then submit the report to the Company’s Board of Directors for consideration and further actions as deemed appropriate.

Operational Process upon Receiving Whistle-blowing Reports or Complaints

 
  1. Gathering facts for the Audit and CG Committee.
          After receiving whistle-blowing reports or complaints, the Audit and CG Committee or the Company secretary will gather all relevant facts related to illegal or unethical acts, inaccurate financial reporting or internal control system faults. The recipients of such reports or complaints may address the matter by themselves or assign relevant people to proceed on their behalf.
  2. The Audit and CG Committee organizes a meeting. 
          A meeting will be organized among the Audit and CG Committee to look into the whistle-blowing reports or complaints based on all facts gathered. The process can also include interrogation or request for information from the management, as the case may be, and then a report will be compiled for submission to the Board of Directors.
  3. The Board of Directors considers the report from the Audit and CG Committee.
          The Audit and CG Committee’s report will be considered by the Board of Directors, and appropriate actions will be taken in due course.
  4. Informing the results to the whistle-blowers or the complainants.
          The Board of Directors will inform the whistle-blowers or the complainants about the results of the investigation, in case they reveal themselves.


Guidelines for the Protection of Whistle-blowers or Complainants
      There are guidelines issued by the Company in order to protect the whistle-blowers or complainants from being bullied or intimidated, and the evidence from being destroyed, including:

 
  • The Company will provide protections for whistle-blowers by not disclosing their names;
  • The information received will be treated as confidential and revealed only deemed necessary for the safety of the whistle-blowers, the complainants and those involved.
  • In addition to the above-mentioned guidelines, if the whistle-blowers or complainants still feel unsafe or get victimized, they can make a request for protection measures from the company.

 

Channels for the Whistle-blowers or Complainants

      The whistle-blowing reports or complaints can be forwarded to the Company through the following channels:

1. All three members of the Audit and CG committee via Email:

Dr. Panja Senadisai  Chairman of the Audit and CG Committee panja.sena@gmail.com
Professor Emeritus Dr. Vinit Chovichien Member of the Audit and CG Committee c_vinit@hotmail.com
Dr. Chaipat Sahasakul Member of the Audit and CG Committee chaipats@icloud.com


2. The Company secretary  via post, telephone or Email:

Address: 
Ms.Thitima Taiwprateep 
Company Secretary
Pylon Public Company Limited
170/16 Soi Sammit (Sukhumvit Soi 16), 
Ratchadapisektadmai Road, Klongtoey Subdistrict,
Klongtoey District, Bangkok 10110

Tel : 02 6618242 ext 110

Email: thitima@pylon.co.th

      In 2017, the Audit and CG Committee did not receive any complaints. 

Chapter 4 - Disclosure and Transparency


      The Company discloses all of its important information, both financial and non-financial, via the Company’s website. This includes information about the organization, corporate governance policy, shareholding structure, structure of the Board of Directors and its committees as well as news inside and outside the organization, which is mostly available in both Thai and English. Shareholders and investors are also provided with an easy access to the Company’s website to download the Annual Report, the Annual Registration Statement (Form 56-1) and the financial statements. 

      In addition, the Company sets up an investor relations unit to communicate with shareholders, investors, and securities analysts equally. It is required that no appointments or responses shall be made to answer questions regarding operating results in the near future to analysts and investors during the “Quiet Period” or which is month before financial statements disclosure. In 2017, many activities were arranged for the executives to take part in providing information and meet with investors, contributing to a better understanding of the Company’s management, as follows:

  • 3 Road Shows
  • 18 Analyst and Investor Meetings;
  • 4 Opportunity Days on the Company’s operating results and business direction;

      The Company’s information on the website, both in Thai and English, has constantly been updated for completion and accuracy. The main topics are:

  • Nature of the Company’s business
  • Financial summary
  • Press Release
  • Capital structure
  • Management structure
  • Information on the Board of Directors and the executives
  • Data about investors’ relations
  • Rules and regulations
  • Annual report (downloadable)
  • Notification letter to the Annual General Meeting of Shareholders (downloadable)
  • Minutes on the Annual General Meetings of Shareholders (downloadable)

 

      In the past year, the Company has never been requested by the Securities and Exchange Commission of Thailand to amend its financial statements. Besides, our annual and quarterly financial summaries to shareholders and investors were released prior to the due date.

      It is utterly important to the Company to disclose correct, transparent and holistic information to investors. Thus, a team of investors’ relations has been formed to coordinate with the shareholders and investors, keeping in constant communication through email info@pylon.co.th or contact :

  1. Thitima Taiwprateep                   Telephone No. 02 661 8242 ext. 110

Email : thitima@pylon.co.th

  1. Veeratas Chiradeachwiroj            Telephone No. 02 661 8242 ext. 103

Email : veeratas@pylon.co.th

  1. Chaiyaphol Sutthamanuswong     Telephone No. 02 661 8242 ext. 104

Email : chaiyaphol@pylon.co.th

  1. Sureerat Nakapadungrat             Telephone No. 02 661 8242 ext. 301

Email : sureerat@pylon.co.th

 

Chapter 5 - Responsibilities of the Board of Directors


      The Board of Directors is made up of 10 members, consisting of 4 independent directors, 4 executive directors, and 2 non-executive director. The structure of the Board of Directors consists of directors with extensive knowledge and experience in various fields relating to the Company’s business, e.g. law, accounting, financial, banking, economics, corporate governance and engineering. The Company’s Board of Directors set up the qualifications of an independent director which are stricter than the requirements of the SEC and the SET. The Board of Directors directly appoints three committees: the Audit and CG Committee, the Executive and Risk Management Committee, and the Nomination and Remuneration Committee. All these committees have a scope of authority, responsibility and qualifications as specified by the Board of Directors and report directly to the Board of Directors on a quarterly basis. The Executive and Risk Management Committee reports the Company’s operating results to the Board of Directors on a quarterly basis.

5.1    Roles, Duties and Responsibilities of the Board of Directors

Duties of the Board of Directors

      The Board of Directors approves the Company’s vision, mission and income projection of the following year as well as an annual investment budget. The Board of Directors also revises standards of corporate governance, risk management policy and transactions that may cause conflicts of interest (if any), and expresses opinions on the adequacy of the internal control system. Since 2007, the Board of Directors has commenced the performance evaluation in group. Policy and criteria on payment of directors’ remuneration are determined by the Board of Directors and approved by the shareholders. Considerations for remuneration are based on comparison with the industry and the Company’s operating results. The Board of Directors also sets remuneration for committees except for the Executive and Risk Management Committee’s members and the President who are paid as the Company’s employees. The President’s remuneration shall be determined based on performance evaluation by the Nomination and Remuneration Committee (since 2008).

Vision, Mission and Strategy of the Company

      The Board of Directors has set a vision and goals in accordance with the Company’s mission, and taken part in the consideration, review and approval of those visions, goals, strategies and operating direction annually, as well as in monitoring the implementation of its strategies.

Policies and Practices for those Who Become Directors of Other Company’s Board of Directors

      The Board of Directors deems it important that all directors fulfill their duties effectively and dedicate their times fully to the corporate governance. A policy has therefore been formulated to limit the numbers of registered companies, for a maximum of five, in which our directors can become their directors. At present, the numbers do not exceed the rules set.

      Furthermore, the Board of Directors has established a policy regarding the assumption of duty of our Directors and President in other company’s Board of Directors, that is to say our Directors and President are prohibited from doing business, being partner of an ordinary partnership, being partner with unlimited liabilities of a limited partnership, or being Director of a private company or other companies which conduct business of the same nature and directly compete with the Company. These matters are prohibited whether doing for his/her or other person interests unless the Director notifies the shareholders’ meeting prior to the resolution for his/her appointment. Currently, our Directors and President do not doing business, being partner of an ordinary partnership, being partner with unlimited liabilities of a limited partnership, or being Director of a private company or other companies which conduct business of the same nature and directly compete with the Company.

The Term of Office of the Board of Directors

      The Company has adopted the Public Limited Company Act to retire one-third of the Board of Directors, at the Annual General Meeting of Shareholders. The Board of Directors consists of a reasonable amount of knowledgeable and skillful persons suitable to the size of our business. There are currently ten persons in the Board of Directors, four executive directors, two non-executive director, and four independent directors. Each director shall hold office for a term of three years.

Business ethics and best practice in work

      The Company has been operating business with ethics and focusing on the achievement according to the management objectives, based on ethical integrity and honesty which are the core values. It has also been looking after different groups of stakeholders, obeying the law, and avoiding conflicts of interest. The Company has prepared a document relating to business ethics and best practice in work as a manual for working achievement and given training to its directors, executives and employees in business ethics. In 2017, the directors, executives and employees followed business ethics strictly. Relating information can be found on the website of the Company.

Conflict of Interest Policy

      The Board of Directors has set a policy on conflict of interest and guidelines for directors, executives and employees to prevent such incidents in the Company’s code of ethics.  
      Furthermore, it is the policy for all directors to report every case involved in conflict of interest. The Company secretary will submit a copy of the report to the Chairman of the Board of Directors. 

Internal Control System and Risk Management

      The Board of Directors has always recognized the importance of internal control system. At the 5th/2017 Meeting on November 10, 2017, the Board of Directors evaluated the adequacy of the internal control system from the report of the Audit and CG Committee (which was evaluated at the 5th/2017 Meeting on November 10, 2017), from the report of independent internal auditors (which was in full compliance with the evaluation form improved and adopted on August 2013 by the Securities and Exchange Commission of Thailand in accordance with the 2013 framework of internal control practices of COSO. The framework includes five components of internal control system; Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring, extended into 17 principles.), and also from the report and the responses of the executives. It can be concluded that after the evaluation in five components of the internal control system, the Board of Directors considered that there was appropriate and sufficient internal controls in the Company. 

      Moreover, the Board of Directors has proceeded to ensure the efficiency of the Company’s risk management policy and holistic management approach. The Executive and Risk Management Committee is therefore assigned to report on risk management to the Audit and CG Committee for their information and advice every quarter, and to provide effective management system covering the entire enterprise. The Audit and CG Committee must report further to the Board of Directors on any risk and the Company’s method for risk management in order to modify strategies, operating plans and management practices in a timely manner. The Details of risk management are already disclosed in Risk Factors.

5.2    Meetings of the Board of Directors

      The Board will schedule its meetings in advance every year, and will organize at least six meetings a year including special meetings occasionally if need be. Moreover, there will be a meeting, at least once a year, among non-executive members to discuss various management issues without the presence of the executives. At every the Board of Directors meeting, the Board of Directors will set clear agendas, either for information or for consideration, and will circulate a complete set of meeting documents and agendas to the directors at least 7 days prior to the meeting date, providing enough time for the directors to study the information. The Chairman of the Board of director’s meeting will allocate adequate time for each director to discuss and give opinions freely, and will summarize the points and resolutions from the meeting. The Company secretary will report the results of the meeting in writing. After the report is approved by the Board of Directors, it will be kept in a file cabinet in the Company’s file room for important documents, at the headquarters, on the 7th Floor, Ocean Tower 1 Building, so that the directors and relevant people can check it later on. 

      The Company has a policy regarding the minimum quorum of the Board of Directors before voting, which must be at least two-third of the total membership.

      All directors shall have the duty to attend all Board of Directors’ Meetings, except when otherwise excused. In 2017, the Board of Directors held 6 meetings. The meeting rate of attendance by directors was 96.6%. In addition, a meeting among non-executive directors was held on February 26, 2018, with an attendance rate of 100%. 
Details of the meeting attendance of each director are disclosed in Item 8 “Management”.

5.3    Self-Evaluation of the Board of Directors Committee and President

      The Board of Directors will arrange for its annual collective evaluations once a year composing of 6 topics as follows:

1. Board structure and qualifications
2. Roles, duties and responsibilities of the Board
3. The Board meeting
4. Duties of directors
5. Relationship with management
6. Director’s self improvement and management training

Evaluation Process is as follow:
The Company secretary of the Board of Directors will send out a form to each director to fill in and return for compilation and submission to the Board of Directors’s meeting held regularly on December each year. If the score on any topic is lower than the level “C”, there will be improvement measures. In 2017, the score of Self-Evaluation of the Board of Directors was excellent.

Individual performance evaluation of directors 
      Individual performance evaluation of directors covered the following 3 topics: 
1. Composition and qualifications of the Board of Directors
2. Board of Directors’ meetings
3. Roles, duties, and responsibilities of the Board of Directors

The performance evaluation process is as follows:  
The Company secretary shall submit forms to individual directors for their evaluation and compile the completed forms to provide a summary to the meeting in December of every year.

It could be concluded that the Board of Directors had appropriate composition and the directors possessed required qualifications and performed duties with great accountability according to the desirable practices of directors. As a result, the Board of Directors’ meetings were efficiently conducted.

Collective and individual performance evaluation of committee members
      Collective and individual performance evaluation of committee members of the Company was conducted for the Audit and CG Committee and the Nomination and Remuneration Committee. Self-evaluation forms for such committees were used according to the sample forms provided by the Stock Exchange of Thailand. This was in line with the good corporate governance principles and the roles and responsibilities of each respective committee.

In 2017, collective and individual performance evaluation of committee members covered the following 3 topics: 
1. Composition and qualifications of committees
2. Committees’ meetings
3. Roles, duties, and responsibilities of committees
    
The performance evaluation process is as follows: 
The Company secretary shall submit forms to individual directors for their evaluation and compile the completed forms to provide a summary to the meeting in December of every year.

It could be concluded that the Audit and CG Committee as well as the Nomination and Remuneration Committee had appropriate composition and the respective committee members performed all duties according to the charter stipulated by the Company.

The President’s Performance Evaluation and Remuneration Policy
      It is the Board of Director’s policy to arrange an annual performance evaluation of the President, using goals and evaluation criteria that link to KPI in order to benchmark appropriate remuneration.
Not only that the remuneration policy for the President is based on the result of KPI, but it also depends on personal qualifications and capabilities, as well as the status of the Company and the level of remuneration in the industry. There are remunerations such as bonus and pay raise. 

Remuneration for the Directors and the Executives
Remuneration of Directors
      The Company has issued a clear policy and criteria for remuneration on the basis of transparency, accountability and at appropriate and satisfying level, in order to attract the high-calibre directors and keep them on continuing their good performances. The remuneration rates are compatible to the levels practiced in the business, in accordance with their experiences, positions, accountability and responsibilities, as well as the gains that the Company will retrieve from each director. The remuneration can be divided into three parts, as follow:
1. Monthly remuneration that reflects the responsibilities as the directors;    
2. Meeting allowance that shows the importance and the time devoted to the Company’s meetings;
3. Annual bonus which is a special remuneration given to the directors for their shareholder value added. 
The Nomination and Remuneration Committee shall consider remuneration of directors and propose to the Board of Directors and then at the shareholders’ meeting for approval.

Remuneration of Executives
      The President shall consider appropriate rates of remuneration of executives and adjustments thereto each year. The executives shall receive remuneration in forms of salary and bonus linked to corporate and individual performance using the Key Performance Indicators (KPI) system. 

      Details of the remuneration of directors and executives are disclosed under the topic of “Remuneration of Directors and Executives” in Item 8 “Management”.

Development of the Directors and the Executives and Succession Plan for the Executives

Development of Directors
      It is the policy of the Company’s Board of Directors to encourage our Directors to develop their knowledge on a regular basis through trainings and education on relevant subject matters to increase their capability and constantly improve their performance. For example, Directors will be encouraged to attend training courses or seminars to enhance their potential, knowledge and experiences.
      The Board of Director encourages at least a director to attend courses or seminars for enhancing their working performances in the past year.
      In 2017, one of the Company’s directors attended the training course “Corporate disclosures: what are investors looking for beyond financial measures?” hosted by the Thai Institute of Directors Association (IOD) which was very useful for the directors’ operations.  
      In the case of new Directors, the Company has prepared and arranged for an orientation to equip them with knowledge and understanding on the Company’s business and the relevant rules and regulations. It also provides an opportunity for the new Directors to meet with other executives to inquire about in-depth business information and to encourage them to attend IOD’s training courses.
      In 2017, a new director attended the orientation training with the President as speaker. Training covered the nature of business, structure and composition of the Board of Directors and other committees, code of conduct, good corporate governance, etc.

Development and Succession Plan for the Executives
      The Board of Directors has entrusted the Executive and Risk Management Committee to create a succession plan, from CEO level down to Vice President, to ensure the continuity of suitable executives with ample knowledge and ability to run the Company. This succession plan also includes the Executives’ Capability Development Plan and the specification of required education, capability and experiences of each position as a preparation in case any of the executives is unable to perform their duties.

Committees
      The Board of Directors has set up various committees comprising knowledgeable and skillful members to enhance the Board of Directors ability to study and carefully verify information on important issues, as well as to increase effective corporate governance. Those committees include the Audit and CG Committee, the Nomination and Remuneration Committee, and the Executive and Risk Management Committee. 
      Details of the structure and responsibility of three committees are disclosed under the topic in Item 8 “Management”. 

      Besides, at the No.2/2016 Board of Directors’ meeting on March 23, 2016, it was agreed that a CG Committee and Risk Management Committee be established, and that changes be made including:
1. An arrangement for the Audit Committee to also function as the CG Committee, and to change its name to ‘the Audit and CG Committee’;
2. An arrangement for the Executive Committee to also function as the Risk Management Committee, and to change its name to ‘the Executive and Risk Management Committee.’

Supervision of Usage of Inside Information
     
      The Company has a strict policy prohibiting its directors, executives, and employees who know the inside information from using that information for his/her own or other persons interests. The Company’s guidelines on this policy are as follows.
1. The Company informs the directors and executives about usage of inside information and obligations to report their trading of Company’s and its subsidiaries’ stock including the trading executed by their spouses and minor child. They are also informed about the relevant penalties thereof according to the Securities and Exchange Act B.E.2535 and its amendment as well as the regulations of the Stock Exchange of Thailand. 
2. It is an obligation of directors and executives to prepare the report of their ownerships of the company’s shares, including those shares owned by their spouses or minor child , and submit to the Securities and Exchange Commission. The report should be as follows.

  • Report the first submission of securities holding (Form 59-1) within 30 days after closing date of offering or being appointed as director/ management. 
  • Report the changes in securities holding (Form 59-2) from buying, selling, or transferring of shares within 3 days after buying, selling, or transferring of those shares. On the day that they submit the report to the Securities and Exchange Commission, a copy must be sent to the Company. 

3. Directors, executives, and employees who know the significant inside information which may affects the changes in share prices shall be acknowledged by the Company that they must stop buying or selling of the Company’s shares one month prior to the disclosure of Company’s operating results (the Company will declare its operating results within 45 days after the end of quarter and within 60 days after the end of accounting year) or prior to the day those inside information were disclosed to general public. 
4. The Company prepared the Code of Ethics and best practices in work handbook with details prohibiting directors, executives and staffs to use inside information for buying or selling the Company’s shares or to give any inside information to other persons for buying or selling the Company’s shares.
If the Company finds that any director, executive or employee who knows the significant inside information violates the Company’s Code of Ethics and best practices in work relating to usage of inside information and causes damage to the Company or its image, the Company will undertake the proper actions including but not limited to cooperate with relevant supervisory agencies to undertake necessary legal actions.