The Company is aware of undertaking its business with responsibility and fairness and recognizes the importance of good corporate governance and management which will enhance its competitiveness in management by focusing on sustainable growth to add value in a long term to the Company, its shareholders and all stakeholders. The good corporate governance will help the Company gain transparency and verifiability in business operation. The Company set the good corporate governance policy for directors, management and officers to use as the work guideline. The corporate governance of the Company will be reviewed annually and approved by the Board of Directors. The latest revision was made on February 26, 2015 by applying the OECD Principles of Corporate Governance to the Company’s guideline.
Corporate Governance Policy
The Good Corporate Governance Policy of the Company is divided into 6 categories as follows:
The Company takes as a priority the right of shareholders to complete and accurate information in a timely and fair manner to support their decision making. The Board of Directors therefore sets the policy as follows.
- The Company shall send a notice of shareholders’ meeting together with sufficient data in supporting documents on various agendas with objectives, reasons and opinion of the Board of Directors on each of the agenda in order that the shareholders will have the opportunity to study the full information at least 30 days in advance. In case that the shareholders cannot attend the meeting by themselves, the Company allows the shareholders to appoint an independent director or any person as a proxy to attend the meeting by using the proxy form as enclosed in the notice. The shareholders can also download the proxy form from the Company’s website.
- To fairly facilitate all shareholders in attending the shareholders’ meeting in terms of appropriate venue and timing.
- In shareholders’ meeting, agenda items will be considered and voted in order as specified in the notice without change of material information. Shareholders are given equal opportunity to review the Company’s business performance, make enquiries, and present their views and suggestions. Directors and relevant management will attend the shareholders’ meeting to answer questions raised in the meeting.
- To increase channels for shareholders to access to information through website of the Company on which the information and details are uploaded. In particular, the notice for shareholders’ meeting will be disseminated at least 30 days in advance so that the shareholders can conveniently and fully download information and agenda.
- The Company has the policy that directors, top management and auditor will attend the shareholders’ meeting to provide answers and acknowledge opinion from the shareholders.
- Recording the minutes of shareholders’ meeting will be made in full, on time and transparently. Material questions and opinion will be recorded in the minutes so that the shareholders will be able to review. In addition, the Company will upload the minutes of shareholders’ meeting in the Company’s website for shareholders’ consideration. The Company will submit the minutes of shareholders’ meeting to the Stock Exchange of Thailand within 14 days from the date of shareholders’ meeting.
- To facilitate shareholders to receive the dividends by transfer to bank account (in case of dividend payment) for convenience of shareholders in receipt of dividend on time and for prevention of cheque being damaged, lost or delayed.
- The Company has policy to give an opportunity to shareholders to propose agenda and/or submit questions on the agenda in advance in order that the shareholders will gain ultimate benefits from the meeting as well as to fully preserve the rights of shareholders. This can be done via email or facsimile to the Company Secretary.
- The Nomination and Remuneration Committee will consider scope of works, responsibility, completion of work and business performance as well as other factors including remuneration of directors of other companies in the same industry for determination of the remuneration of directors. The Nomination and Remuneration Committee will firstly consider the remuneration of the Board of Directors prior to submission to the Board of Directors for further approval.
The Company shall treat shareholders equally. Therefore, the Board of Directors has the following policy.
- The Company shall send the invitation of meeting together with supporting information to the shareholders at least 30 days in advance in order to give an opportunity to the shareholders to fully study information prior to the shareholders’ meeting date.
- The voting right in the shareholders’ meeting shall be in accordance with a number of shares held by shareholders. One share will have one vote. In addition, the Company allows the shareholders who attend the meeting after commencement of the meeting to vote for agenda being considered for agenda which are under consideration and has not been voted, and the vote of such shareholders will be included in the quorum.
- With regard to the agenda item on the of directors to replace those who resign by rotation, the Company has policy to give an opportunity to the shareholders to vote on each individual director. This means that the shareholders will have the opportunity to truly select the directors of their choice and preference. The Company will enclose the details of the nominated directors enough for shareholders’ consideration.
- The Company will allow a shareholder who holds shares representing not less than 0.05% of the paid-up capital for not less than 12 months consecutively to propose via the email or facsimile to the Company Secretary agenda items the annual shareholders’ meeting and nominate a qualified person to serve as a director.
- The Company will set the preventive measures on insider trading of related persons which mean the Board of Directors, top management and officers in division which may be involved in the Company’s information (including their spouse and minor child).
- The Company will set the policy on conflict of interest on the basis that decision making of personnel at all levels will be made to the ultimate benefit of the Company and it shall be the duty of all personnel to avoid any financial involvement and/or relationships with third parties which may result in the Company’s loss of benefit or cause the conflict of interest or prevent any effective performance of duty. The related persons or connected persons shall inform the Company of relationship or connected transactions and shall not participate in decision making and shall have no authority to approve such transactions. The approval on such transactions shall be in accordance with principle and have no more special terms and conditions than those of ordinary case.
- To facilitate the shareholders who cannot attend the meeting by themselves by allowing the shareholders to give a proxy to any person or permit at least 1 independent director to attend the meeting and notify the name of such independent director in the notice of meeting.
- To treat shareholders equally, no matter whether they are major shareholders or minority shareholders, or they are Thai or foreigners.
The Company realizes the importance of transparency when considering matters taking into account the benefit of the Company. Therefore, the Company gives high priority to prevention of any transactions that could turn into conflict of interest, connected transactions, or related transactions, and imposes a policy for this purpose with material details as follows.
- The management and the officers shall strictly comply with the Code of Conduct to earn trust of all stakeholders and disclose the information for understanding to all officers of the Company.
- Directors and the management shall inform the Company of relationships or connected transactions which may cause the potential conflict of interest.
- Connected transactions shall be submitted to the Audit Committee for consideration prior to submission to the Board of Directors for further approval in accordance with the good corporate governance. Compliance with the rules prescribed by the SET and the Office of the SEC shall be monitored.
The Company recognizes and is aware of the rights of all stakeholders, whether they are insider stakeholders, i.e. shareholders, officers, or outsider stakeholders, i.e. customers, partners, creditors, competitors, public section or agencies as well as nearby communities as the Company earns the support from stakeholders which enhances the competitiveness and profitability and it is deemed as a long-term value to the Company. The Company set the following policy:
- Policy on treatment to officers
The Company realizes that officers are key factors to achieve the Company’s target. The Company has policy to treat all officers fairly in respect of opportunity, remuneration, appointment as well as development of potential. To this ends, the Company has the following practices:
- To treat officers with politeness and respect by taking into account the individualism
- To give officers the fair remuneration, set up provident fund for officers and provide welfare
- To preserve the work environment with safety to life and assets of officers
- To appoint, promote or demote, give bonus and penalize officers at good faith and on a basis of their knowledge, capability and appropriateness of such officers
- To give extensive and constant opportunity in respect of knowledge management and competency to officers to develop the officers’ capability to empower officer to their full potential with professionalism
- To acknowledge views and suggestions which are based on officers’ professional knowledge
- To strictly comply with relevant laws and regulations governing officers
- Policy and Treatment to Shareholders
The Company recognizes that the shareholders are the owner of business and the Company has the duty to enhance a long-term shareholders’ value as follows:
- to perform fiduciary duty and make decision in accordance with professional principles with due care and fairness to both of major and minority shareholders to the ultimate benefit of overall shareholders.
- to constantly and fully present the report on the Company’s status, business performance, financial status, accounting and other reports
- to prohibit the exploitation of benefit to themselves or third parties by using of the Company’s information which is not disclosed to the public or do any acts and things which may cause the conflict of interest with the Company
- Policy and Treatment to Customers
The Company recognized the importance of customers and set the policy to treat customers as follows.
- 1) to serve customers with politeness, eagerness and readiness to provide service with sincerity and willingness and care, take care of customers as closed cousin, and provide services on timely, accurate and reliable basis
- 2) to keep confidential the customers’ information and not to use for its own benefits or related persons unduly
- 3) to give accurate, sufficient and timely information to customers on services of the Company to customers without exaggerate advertisement which may mislead customers regarding qualities or conditions of the Company’s services
- 4) to provide suggestions on the Company’s services to the best benefit of customers.
- Policy and Treatment to Partners and/or Creditors
The Company has the policy to officers to treat customers and/or creditors fairly and at good faith without taking advantage over competitors by taking into account the Company’s ultimate benefit and mutual fair treatment to avoid situation which may cause the conflict of interest. Negotiation for settlement will be conducted on the basis of business relationship under the following practice:
- not to claim or receive or pay any benefits in bad faith to partners and/or creditors
- in case that there is any information that the claim, receipt or payment of any benefits was not made in good faith, details must be disclosed to partners and/or creditors and the problem shall be settled fairly and timely
- to strictly comply with conditions as agreed upon. In case of non-compliance with any agreements, creditors shall be informed in advance to jointly find the solution.
- Policy and Treatment to Competitors
The Company has the policy to treat competitors without breaching the confidentiality or knowing the confidentiality of competitors with fraud and set the following policy:
- to follow the rules on competition
- not to seek confidentiality of competitors by bad faith or inappropriate means.
- not to destroy competitors’ reputation by malicious accusation.
- Policy and Treatment to Societies/Communities
The Company has the policy on undertaking of business which renders benefits to economy, society and adheres to the principle on being a good citizen. The Company fully complies with laws and participates in activities which will promote or enhance the quality of life of societies and communities. In addition, the Company has the policy to return profit to society by allocating budget from the Company’s income to support activities which will benefit societies, communitiesand environment as appropriate and it will proceed with this annually. In 2015, the Company donated money to support education, educational equipment, and other necessary things and gave lunches to students of the school located in area that the Company invested in. In addition, the Company held activities in its organization to support and cultivate consciousness of all level officers in sharing, such as activities to receive old calendars to support Foundation for the Blind in Thailand for bringing them to be used as the media for teaching to the blind and activity to give donation to temple.
- Policy on Welfare and Healthcare to Officers
The Company recognizes the importance on preserving good work environment with safety to life and assets of officers by strictly complying with labor law, such as maintenance of buildings and office equipment in good condition and health, provision of necessary medical care services, setting rule on wearing of safety equipment on construction site as well as creating the awareness to all level officers on value and importance of constant workout. The Company arranges the healthcare welfare to officers as appropriate, such as sport activity on every Tuesday and Thursday, annual health check.
- Environment Policy
The Company has the policy to support activities to promote quality, health and environment as well as work environment with safety to life and assets of officers. In addition, the Company realizes on giving knowledge and training to officers on environment and efficient use of resources, such as recycle of paper with one page used, recycle of files and campaign on electricity turn-off during lunch, using ladder instead of elevator, maintenance of equipment for readiness to use and for good safety and work environment and for enhancement of work efficiency of officers in organization.
- Intellectual Property Policy
The Company has the clear policy not to infringe the intellectual properties, irrespective of copyright, patent, trademark, trade secret and other intellectual properties prescribed by law, such as infringement of computer software. All computer software must be investigated and downloaded by the information technology division to prevent illegal usage of software.
- Policy on Legal Compliance and Human Rights
The Company has policy against any infringement of human rights in all respects to be consistent with the society under the rule of laws. Citizen has the freedom right under the law. The practice of the Company is as follows:
- The Company respects and treats all stakeholders with fairness, on the principle of human dignity, without discrimination on origin, citizen, sex, age, skin color, religion, body condition, status, family and promotes monitoring of treatment in accordance with terms on human rights in the Company.
- To act against any human trade, use of child labour with age under those prescribed by law and not to do any transactions with manufacturer or service provider who does as such.
- To support and respect human right by reviewing and controlling the business transaction of the Company with third parties not to promote or support the violation of human right and not to violate the staff’s right protected by law.
- Policy on Fraud and Anti-Corruption
The Company expresses its intention to join the private sector on anti-corruption group which is held by joint effort of Thai Institute of Directors, Thai Chamber of Commerce, International Chamber of Commerce, Thai Listed Companies Association and The Thai Bankers’ Association since January 30, 2014. The Board of Directors set the policy on anti-corruption as follows:
- To set the appropriate check and balance structure among procurement division, accounting division, management division and audit division to prevent misuse of authorities.
- To train officers on knowledge, policy and practice on anti-corruption of the Company.
- To support and cooperate with public sector organization and regulatory authorities as well as all sectors in the Thai society with the aim to reduce corruption and enhancement of country development.
- To prohibit director, executive and officers from any forms of direct or indirect corruption, i.e. receipt of gift, giving gift, wining and dining, donation and any other benefits to themselves from partners of the Company.
The Company has the channel for interested persons to inform, suggest or complain in case of corruption or any acts which is not in compliance with the Company’s rules to the Board of Directors by sending a letter to the below address:
The Board of Directors
WHA Corporation Public Company Limited
1121 Moo 3 Theparak Road, Muang, Samut Prakan 10270
The Board of Directors has the policy to accurately, fully, sufficiently, constantly and timely disclose financial information memorandum and others on business and the Company’s performance which reflect the financial condition and performance of the Company including the future business of the Company.
The Board of Directors has strong intention to supervise to strictly and transparently comply with laws, regulations and rules in relation to information disclosure and distribute the information via the Company’s website, SET’s disclosure media in order that shareholders and relevant persons will receive the information of the Company and will adjust it to be in line with the applicable guideline of SET and the Office of the SEC.
The Company procures staff responsible for communication with investors, shareholders as well as institutional investors and minority shareholders. The Company will regularly hold the meeting for analysis of business performance and disclose information of organization and financial information and general information to investors, securities analysts, credit rating agencies and relevant governmental authorities via various channels, such as reporting to SET, the Office of the SEC and website of the Company. Moreover, the Company recognizes the importance to regularly disclose the information in order that the shareholders continually receive information via the Company’s website. The information thereof will be constantly updated, such as vision, mission, financial statements, public relation news, annual report, corporate structure, management, shareholding structure and major shareholders.
In addition, the Company realizes the importance of financial statements which truly reflect the financial status and performance of the Company on the basis that the accounting information must be correct, complete and sufficient per the generally accepted accounting principles. The Company will disclose information regarding each of directors as well as roles and duties of the Board of Directors and the committees of the Company in the Annual Report (Form 56-2) and Annual Report (Form 56-1) and will disclose remuneration of directors and top executive in Annual Report (Form 56-2) and Form on Annual Information Disclosure (Form 56-1).
- Structure of Board of Directors
The Board of Directors has responsibilities to the shareholders on business undertaking, supervision of business to its goal and guideline to maximize the shareholders’ value by taking into account benefits of all stakeholders.
As of December 31, 2015, the Board of Directors of the Company comprises 11 persons as follows.
- Directors who are executives numbering 3 persons
- Directors who are not executives numbering 8 persons inclusive of 3 members of the audit committee.
Although the Chairman of the Company is the Chairman of the Executive Committee, the consideration on material issues will be screened by the Executive Committee and, if it exceeds the authority of the Executive Committee, it will be submitted to the Board of Directors. With regard to the structure of the Executive Committee, 3 out of 3 executive committee members are not related to Chairman of the Board, Chairman of Executive Committee and Chief Executive Officer. And, in the Board of Directors, 10 out of 11 directors are not related to the Chairman of the Board of Directors and Chairman of Executive Committee. The Company also has the audit committee’s which comprises 3 independent directors, or one-thirds of all directors. The Company also provided for the scope of authorities of the Board of Directors, committees and Chief Executive Officer in writing to set the clear scope of works and responsibilities of Committees which reflects the transparency and due care in making decisions.
- Roles, Duties and Responsibilities of the Board of Directors
The Board of Directors has the duty to perform in accordance with law, objectives, articles of association and resolution of shareholders’ meeting by performing the fiduciary duty and duty of care to the benefit of shareholders and stakeholders in long term and short term to ensure that the Company operates the business in the direction that maximizes the benefit of shareholders and stakeholders. The Board of Directors will monitor to procure the preparation of vision, mission, target, policy, direction, strategic plans, work plans and annual budget of the Company. The Board of Directors will share opinions to ensure mutual understanding of the overall the business prior to giving approval and shall follow up the management to meet target by adhering to guidelines as set forth by the SET and the Office of the SEC.
- Meeting of Board of Directors
Regular attendance of meetings of the Board of Directors is an important duty of the directors to acknowledge and participate in decision making on business undertaking of the Company. In each year, there will be at least 4 meetings of Board of Directors. At each meeting, the agenda will be clearly prepared in advance. A special meeting of Board of Directors may be held to consider urgent matters.
Top executives of the Company may attend the Board of Directors’ meetings to give information which may be useful and directly take policy from the Board of Directors. The Company also has the policy that the non-executive directors will have a meeting at least once a year. It is intended that the non-executive directors have the opportunity to meet with one another to discuss issues of their interest without attendance by the executive or management.
In determining the agenda for Board of Directors, Executive Committee will consider issues which will be the agenda in the Board of Directors’ meetings. All executive directors are able to propose any agenda and independently and freely give an opinion and the Company Secretary will prepare such issue to be the agenda of the Board of Directors’ meetings and prepare notice of Board of Directors’ meetings. The approval in the Board of Directors’ meetings will be made by majority votes and one director has one vote. Interested director will not attend the meeting or refrain from voting on such agenda.
After the end of the meetings, the Company Secretary will prepare the minutes of the Board of Directors and submit it to the Chairman to sign and will propose it to next Board of Directors’ meeting for certification. The directors may give their opinions on revision of the minutes of the Board of Directors’ meetings in order that the details of the minutes will be accurate as much as possible.
The certified minutes of the meetings will be systematically kept as classified in electronic form for ease of searching.
- Orientation of New Directors
In performing duty of director, the director must understand the nature of business of the Company. Therefore, in case of change of directorship, the Company will arrange the orientation for a new director to have him/her understand the nature and guideline on business operation as a whole and will give the material information memorandum and corporate governance guideline necessary for performance by director of the duty. The Company Secretary will coordinate for such orientation.
- Policy on Restriction on Number of Companies and Number of Terms of Director
The Company has the policy for its directors to serve as director in other listed companies at no more than 5 companies without exception. All directors currently serve as director of no more than 5 listed companies.
Moreover, the Company has the policy that Chief Executive Officer shall not be a director in other companies in the same or similar type of business except related companies and/or subsidiaries to ensure that the Company will have no conflict of interest.
Independent directors can serve as directors of the Company for a period of no more than 9 consecutive years. The Board of Directors considers this policy is appropriate in respect of the performance by directors of duty as nomination of qualified directors is the time-consuming process.
- Evaluation of Performance of Board of Directors
The Company provides for the annual self-evaluation of directors to jointly consider and conclude the performance for reviewing operation, problems and obstacles and seeking solutions. The Company set the guideline for evaluation of the Board of Directors as a whole pursuant to the evaluation guideline of the SET. The result of the evaluation will play an important role in developing the efficient performance of duty of the Board of Director. The evaluation form outlines the following topics.
- Satisfaction regarding the following:
- (1) Result of performance of the Board of Directors as a whole,
- (2) Result of business operation of the Company, and
- (3) Proceeding with solving the problem by the management.
- Understanding on
- (1) Role and Duty
- (2) Company’s Business and
- (3) Company’s Strategy
- Good relationships between the Board of Directors and Management
- Efficiency of subsidiary and committees
- Sufficient and appropriate time allocation by the Board of Directors to consider the
- Policy and direction of the Company
- Business performance of the Company
- Solution in case of non-achievement
- Preparation by the Board of Directors to attend the meeting
- Independence of the Board of Directors in expressing the opinion
- Neutral opinion of the Board of Directors
- Opportunity and support given by the Chairman to every director to independently express his opinion
- Opinion of the Board of Directors on investors’ confidence to the Board of Directors
- Acceptability among officers on corporate governance practice of the Company
- Satisfaction regarding the following:
- Succession Plan
The Company recognizes the importance of succession plan. The Company, therefore, prepared the succession plan to cover significant positions by selecting qualified persons to serve in such positions and arranging the training for readiness to serve such positions in the future and ensure that the Company will have knowledgeable and capable executive to succeed such significant positions in the future.
- Risk Management
The Company will assign Risk Management Committee to be in charge of setting up a working group comprising the Company executives to jointly discuss and regularly evaluate the risk in the organization for inside and outside risks and set risk management measures. Working group will monitor the risks as identified with support from various divisions and report the result to Risk Management Committee for acknowledgement. Risk Management Committee will, subsequently, evaluate the efficiency in respect of risk management and report it to the Board of Directors at least once a year to identify the weakness and to adjust the policy with more efficiency.