Corporate Governance Policy
The Company realizes the importance of overseeing that the conduct of business is in alignment with its objectives, strategies, policies, plans and budget, with appropriate performance monitoring, evaluation and reporting. This is performed through ethical business practices, respecting the rights of shareholders and stakeholders, taking into considerations of social benefits, environmental impacts, and being adaptable to changing circumstances.
For the Company to remain competitive and have good long-term performance, the Board of Directors set a policy of corporate governance with the following eight principles as guideline for its employees to comply with:
01 Establish Clear Leadership Role and Responsibilities of the Board
The Company clearly defines the role and responsibilities of the Board of Directors in the Board of Directors’ Charter, whereby the Board of Directors have major responsibilities in setting objectives of the business, financial policies, risk management, and strategic direction and allocating necessary resources that will enable Company personnel to attain the objectives. The Board will appropriately monitor, evaluate and oversee the reporting of the Company’s performance.
The Board will oversee that the Company conducts business ethically, respects the rights and is responsible to shareholders and stakeholders; contributes to benefit society and the environment; is adaptable to changing circumstances; while still being competitive for long-term interests of the shareholders.
The Board sets roles and responsibilities of the Chief Executive Officer, and oversees that the directors and the executives perform their responsibilities in compliance with their fiduciary duties and that Company operates in accordance with applicable laws and regulations and resolutions of the shareholders’ meeting.
02 Define Objectives that Promote Sustainable Value Creation
The main objective of the Company set by the Board is to be a leading lime producer, and the Board set the Company’s vision and values, including strategies, goals and yearly-plan for the Company’ s employees to perform their duties to achieve such objective.
03 Strengthen Board Effectiveness
The Board is comprised of knowledgeable and experienced personnel with good interpersonal skills and capability to perform directors’ duties for the best interest of the Company. The director has a significant role in setting the Company’ s policies. According to the Company’ s Articles of Association, there must be 5 to 12 directors, consisting of executive, non-executive and independent directors to ensure proper check and balance. Details of board composition, qualifications of directors, term of office, roles and responsibilities are stated in the Board Charter.
The Company has appointed a company secretary to perform duties related to the Board of Director’s meetings, and the shareholders’ meetings, to support the Board in performing its duties, and to coordinate that the Board’s resolutions are followed.
04 Ensure Effective Chief Executive Officer and People Management
The Board set a policy on the nomination of directors, chief executive officer and key executives, and the succession plans. Such policy is used as a guideline in selecting qualified and experienced candidates for the best interest of the Company. Details are in the Company’s policy on recruitment of directors, chief executive officer and key executives.
The Board will ensure that remuneration and performance evaluation is appropriate and commensurate with the duties and responsibilities of the Board. The executives will receive salary and yearly bonus based on the Company’ s and the individual’s performance.
For continued improvements on corporate governance practices, the Board promotes training on corporate governance to concerned personnel, such as directors, members of the Audit Committee, management and company secretary. This training may be in-house or an outside institution may be used.
If there are changes in the directors or new directors, the management will arrange necessary information and documents for the new directors to perform their duties, including introduction to the business and operations direction of the Company.
The Board will arrange for work rotations according to the aptitude of the person, with main considerations to the type of work and time available. The Chief Executive Officer will set the time schedule and evaluate the performance for personnel development and succession plan of the Company. This will develop knowledge and skills of management and employees and enable the personnel to rotate work.
05 Nurture Innovation and Responsible Business
The Board gives emphasis on innovation for sustainable growth of the Company, and promotes the innovation from modern technology for the production process, with consideration for sustainable usage of natural resources; investment in research laboratories to develop and inspect the product characteristics to fulfill different customers’ requirements from various industries; and constantly developing operations processes to increase efficiency.
06 Strengthen Effective Risk Management and Internal Control
The Board appointed the Audit Committee to support the Board’ s role in overseeing that the Company has effective internal controls, and to provide direct opinions on the financial statements and the internal control systems of the Company. The Audit Committee also allows discussions with the management and the auditor on mitigation of possible risks, and preparation of financial statements that are credible, of high standards, and added value to the Company. The Audit Committee must consist of not less than three independent directors, with qualifications as required by the Capital Market Supervisory Board and the Stock Exchange of Thailand, with one director knowledgeable or experienced in accounting or finance, and changes in financial standing. Details of the Audit Committee as to structure, characteristics, term of office, roles and responsibilities, are stated in the Audit Committee Charter.
The Board of Directors set the following risk management and internal control policies:
- business code of ethics,
- risk management,
- use of insider Information,
- prevention of conflict of interest,
- connected transactions,
- investments and overseeing of subsidiaries’ and joint ventures’ operations, and
- dividend payment of Company and its subsidiaries.
If a stakeholder has any observations on the Company’s business operation, the person can ask for details, submit a complaint or submit source of illegal acts, mistakes in the financial statements, deficiencies of internal control systems, or unethical conducts of the Company, through the Company’s independent directors or members of the Audit Committee. The complaint and source of information will be kept in confidence. The independent director or members of the Audit Committee will have the information examined and remedy the situation (if it exists), and will inform the Board.
07 Ensure Disclosure and Financial Integrity
- The Board will ensure that disclosure of financial and general information is accurate, complete, adequate, transparent and timely. Such disclosure also includes other information that will or may affect the Company’s share price, and the decisions of the investors and stakeholders of the Company. It will disclose the information in accordance with rules of the Office of the Securities Exchange Commission, the Capital Market Supervisory Board, and the Stock Exchange of Thailand.
- The Company has assigned an Investor Relations officer to communicate with investors or and shareholders. There will be regular meetings to analyze the Company’s performance, and distribute the Company’s general and financial information to shareholders, stock analysts, credit rating agencies and related government offices, through various channels including reports to the Office of the Securities Exchange Commission and the Stock Exchange of Thailand and the Company’s website. In addition, the Company gives emphasis on disclosure of information on a regular basis whereas the shareholders can access through the Company’ s website updated information on the Company which includes the Company’s vision, mission, financial statements, news, annual report, company structure, management team, shareholding structure, major shareholders, notices of the shareholders’ meeting, corporate registration documents and charters, etc.
- The Company gives emphasis on the financial statements and financial information presented in the annual report of the Company. The Audit Committee will review and inform the Board of Directors quality of the financial statements and the internal control systems including adequacy of disclosure of important information in the notes to the financial statements, and arrange for the Report on Board of Directors’ Responsibilities on the Financial Statements to be presented together with the Auditor’ s Report in the Company’ s annual report.
- The Company will disclose in the Company’ s annual report and the Company’s annual registration statements roles and responsibilities of the Board of Directors and the sub-committee, number of meetings and attendance in the previous year, and opinion of the Board and the sub-committee from their duty performance, professional training activities, remuneration policies, and details of remuneration to directors and key executives of the Company.
- The Company will disclose audit fees and other fees paid to the auditor.
- The Company will arrange for reports on corporate governance policy, business code of ethics, risk management policy, social responsibilities policy, results of the policy implementation together with comments on reasons why the policies could not be implemented, through various channels such as the Company’ s annual report and website.
08 Ensure Engagement and Communication with Shareholders
- The Company will ensure that the Company sends out notices of the shareholders’ meeting including information for the agenda at least 7 days before the meeting, or any other length of time according to the law or specified regulations. There will be the Board’s opinion on every agenda, including enough explanatory for the shareholders to study the meeting contents before the meeting. The Company will also have the information on the Company’s website before the meeting date,
- The Company will allow shareholders to submit comments, suggestions or questions before the meeting according to the Company’s procedure, and will communicate such procedure on the Company’s website.
- For the convenience of the Company’s shareholders, the chosen location for the shareholders’ meeting will be an easy to access location, and a map of detailed location will be enclosed. The Company will choose an appropriate date and time, allowing enough time for the meeting.
- In case a shareholder cannot attend the meeting, the Company will allow an independent director or any other person act as proxy through the form sent with the notice of shareholders’ meeting.
- In the shareholders’ meeting, every shareholder has equal rights, and can freely give opinions, suggestions or ask questions in relations to the agenda before it is voted upon. There will be a director and an executive of the Company in the meeting to answer questions.
- The Company encourages voting by ballot on every agenda for transparency and verification.
- The Company will have an independent person help in the counting of votes on each agenda.
- After the meeting, the Company will announce the vote results of each agenda through the SET Portal System of the Stock Exchange of Thailand and on the Company’s website.
- The Company will produce accurate and complete, in all material matters, minutes of the meeting which includes important questions, comments and suggestions, for review by shareholders.