คณะกรรมการบริษัท มีความมุ่งมั่นที่จะบริหารงาน โดยยึดหลักการกำกับดูแลกิจการตามหลักการการกำกับดูแลกิจการที่ดี ปฏิบัติตามกฎระเบียบ และข้อกำหนดที่เกี่ยวข้องของตลาดหลักทรัพย์แห่งประเทศไทย สำนักคณะกรรมการกำกับหลักทรัพย์และตลาดหลักทรัพย์ เพื่อให้บรรลุเป้าหมายในการสร้างความมั่นคง และเติบโตอย่างยั่งยืน ซึ่งมีสาระสำคัญ แบ่งออกเป็น 5 หมวด ดังนี้
Chapter 1 Shareholders' Rights
The Board of Directors realizes and gives importance to the rights of all shareholders equally,
without taking any action that violates or infringes on the rights of shareholders,
including facilitating shareholders in exercising their rights to ensure that shareholders will
receive protection of their rights according to the following basic rights:
1. The Company will inform shareholders of the progress of its operations regularly by informing shareholders directly or through the Stock Exchange of Thailand.
2. The Company facilitates all shareholders to attend the meeting by setting an appropriate date and time,arranging a meeting location that is easily accessible or near a train station, and allowing shareholders to register at least 2 hours before the meeting.
3. The Company will send a letter of invitation to the shareholders' meeting, along with information for the meeting on various agendas for consideration,to shareholders at least 7 days or 14 days in advance of the meeting date, as required by law, along with the opinions of the Board of Directors for consideration in every agenda, 3 forms of proxy as required by law, and a list of at least 1 independent director, along with instructions for granting a proxy, so that shareholders can choose to grant a proxy to attend the meeting on their behalf.
4. Before the shareholders' meeting began, the Company explained the meeting procedures and voting methods. During the meeting, the Company allocated sufficient time for the meeting and gave shareholders the opportunity to fully express their opinions, suggestions, and ask any questions according to the meeting agenda. The meeting chairman, directors, and directors holding specific positions,
as well as internal auditors, legal advisors, and auditors, attended the meeting to provide information and answer questions.
5. The Company allows shareholders to vote for individual directors by proposing the names of directors for shareholders to vote one by one.
6. The Company does not add any agenda items or change any important information without prior notice to shareholders.
7. After the meeting, the Company recorded the important questions and opinions in the meeting report correctly and completely, and concluded with the voting and counting of votes so that shareholders can review it. The meeting report of the shareholders was sent to the Stock Exchange of Thailand and published on the Company's website www.chukai.co.th within 14 days from the date of the shareholders' meeting.
Section 2 Equal Treatment of Shareholders
The Company is aware of the importance of treating all shareholders equally and fairly by taking the following actions:
1. The Company proposes the name of at least 1 independent director as an alternative for shareholders to appoint as a proxy in the proxy form to exercise their rights to attend the meeting and vote on each agenda. In the 2020 Annual General Meeting of Shareholders, the Company has proposed Mr. Surin Preamornkit, who is an audit committee member and independent director.
2. The Board of Directors shall conduct the shareholders' meeting in accordance with the agenda as stated in the meeting invitation letter and shall not add any agenda items without prior notice to shareholders. This is to provide shareholders with an opportunity to study the information.
3. The Company provides ballots for every agenda item, utilizing a barcode system to record and display voting results. Staff are assigned to facilitate the collection of ballots within the meeting room. Ballots will be collected in cases where shareholders vote against or abstain, except for the agenda regarding the election of directors, where all ballotsin favor, against, and abstainwill be collected. After the conclusion of the meeting, the staff will collect ballots for all agenda items.
4. The Board of Directors has assigned the Company Secretary to prepare and record the meeting minutes correctly and completely and publish the meeting minutes for all shareholders to acknowledge via the Investor Relations website. The Company has submitted the report to the Stock Exchange of Thailand within 14 days after the meeting.
5. The Company has a policy and strictly adheres to the management of inside information by making it known to only relevant persons. Reporting or disseminating inside information can only be done by authorized persons. All directors and executives of the Company are aware of their duties and responsibilities regarding inside information. They must not use it for personal gain, including for securities trading. The Company requires executives to report changes in their securities holdings to the Securities and Exchange Commission, in accordance with Section 59 of the Securities and Exchange Act B.E. 2535.
6. To prevent conflicts of interest, the Board of Directors has taken careful care when there are transactions that may have conflicts of interest. The Board has set policies and methods to prevent executives and related persons from using the Company's internal information for personal gain as follows:
Conflict of Interest Report
It must be approved by the Board of Directors, and the Audit Committee must agree with the related party transaction. The approval of the related party transaction takes into account the maximum benefit of the Company, fairness, reasonableness of the transaction, and compliance with the terms and conditions and market price. In addition, those who have an interest or may have a conflict of interest in the related party transaction cannot participate in the approval of the related party transaction in such a manner for the sake of fairness and the maximum benefit of the Company. If the related party transaction falls under the regulations, announcements, orders, requirements, or rules of the SET, the Company will comply with the SET's requirements by setting the price and conditions as if it were a transaction with an external party and has disclosed the significant related party transaction, with details, transaction value, contractual parties, reasons/necessity disclosed in the annual report and annual information form.
คณะกรรมการอนุมัติในหลักการ ตามคำแนะนำของสำนักงาน ก.ล.ต.ในการปฏิบัติตามาตรา 89/12 (1) แห่งพระราชบัญญัติหลักทรัพย์และตลาดหลักทรัพย์ (ฉบับที่ 4) พ.ศ.2551 เรื่อง กรรมการ ผู้บริหาร หรือบุคคลที่มีความเกี่ยวข้องจะกระทำธุรกรรมกับบริษัท เมื่อวันที่ 13 สิงหาคม 2553 มีมติให้ฝ่ายจัดการสามารถอนุมัติการทำธุรกรรมดังกล่าว หากธุรกรรมนั้นมีข้อตกลงทางการค้าในลักษณะเดียวกับที่วิญญูชนพึงจะกระทำกับคู่สัญญาทั่วไปในสถานการณ์เดียวกัน ด้วยอำนาจต่อรองทางการค้าที่ปราศจากอิทธิพลในการที่ตนมีสถานะเป็นกรรมการ ผู้บริหาร หรือบุคคลที่มีความเกี่ยวข้องกัน ทั้งนี้โดยฝ่ายจัดการจะจัดทำรายงานสรุปการทำธุรกรรมดังกล่าวต่อที่ประชุมคณะกรรมการเพื่อทราบตามความประสงค์ต่อไป
In any meeting of the Board of Directors, in any agenda in which a director has a vested interest, the Chairman will request the director's cooperation to comply with the policy by requesting that director abstain from voting or expressing any opinion on that agenda.
Insider Trading
The Company has set a policy to control directors and executives from using internal information that has not yet been disclosed to the public for personal gain, and prohibits executives and employees in units that are aware of internal information from buying or selling the Companys securities within 1 month before the disclosure and 3 days after the disclosure of financial statements to the public, as specified in the Companys announcement on the policy on corporate governance, business ethics, and employee ethics. Disciplinary punishments are specified in the Companys work regulations. In addition, the Company has informed executives of their duties to report their own securities holdings, their spouses, and their minor childrens, as well as to report changes in securities holdings to the Securities and Exchange Commission (SEC) in accordance with the Securities and Exchange Act B.E. 2535 and the requirements of the Stock Exchange of Thailand after the Company has received permission to offer additional common shares to the general public from the SEC.
หมวดที่ 3 บทบาทของผู้มีส่วนได้เสีย
The Board of Directors has given importance to the rights of all stakeholders, whether they are internal stakeholders, such as the Companys employees and executives,x or external stakeholders, such as business partners, competitors, and other relevant agencies, because the Company is aware of the support from various stakeholders,which creates competitiveness, profitability, and long-term success for the Company. The Company will take care of stakeholders according to their rights under relevant laws and will not perform any actions that violate the rights of stakeholders, which can be summarized as follows:
For measures and channels for reporting clues or complaints related to illegal activities, the accuracy of financial reports, defective internal control systems, or unethical practices of executives and employees, whistleblowers can submit complaints or provide clues by specifying details of the matter they wish to report, along with their name, address, and telephone number that can be contacted, and send them to the channels for receiving information as specified by the company. The channels for reporting clues or complaints are as follows:
By mail
Chairman of the Board of Directors or Chairman of the Audit Committee
Chukai Company Limited (Public Company)
No. 44/88 Village No. 1, Si Sa Chorakhe Yai Subdistrict
, Bang Sao Thong District, Samut Prakan Province 10570
0-2715-0000
The company will keep the information of the informant confidential.
By email
Chairman of the Audit Committee : info@chukai.co.th
Independent Director / Audit Committee : info@chukai.co.th
Company Secretary : wanida@chukai.co.th
Company website : www.chukai.co.th
Measures to protect and maintain confidentiality
In order to protect the rights of complainants and informants who act in good faith, the Company will keep the name, address, or any information that can identify the complainant or informant confidential. It will be limited to only those who are responsible for investigating the complaint. The complaint and supporting documents of the complainant will be kept confidential and must not be disclosed to other persons who are not involved, unless it is a disclosure of duties required by law.
Investigative Procedures and Penalties
The investigation process and punishment for the perpetrators or corruption must be subject to disciplinary punishment according to the company's regulations. If the offense is against the law, the perpetrator will be punished by law. However, the disciplinary punishment according to the company's regulations, the decision of the Audit Committee is final.
Section 4 Disclosure and Transparency
The Board of Directors of the Company takes into account the importance of the policy on good corporate governance (The Principles of Good Corporate Governance) by setting a policy to ensure that the Companys business operations are transparent and auditable, with clear responsibilities. In addition, the Company places importance on the internal control and audit systems. As for risk management, the Company tries to closely control and manage risks,and also takes into account business ethics by maintaining fairness to business partners, shareholders, and all groups of stakeholders.
Report of the Committee
The Board of Directors is responsible for the Company's significant business operations and corporate governance, the Company's financial statements and financial information that is made public in the annual information disclosure form and the annual report. The preparation of such financial statements will be in accordance with generally accepted accounting standards in Thailand, with appropriate accounting policies selected and consistently applied, including adequate disclosure of important information in the notes to the financial statements.
In this regard, the Board of Directors has appointed an Audit Committee, which consists of non-executive directors who are sufficiently independent, to be responsible for the quality of financial reports and internal control systems.
Investor Relations
After the Company is listed on the Stock Exchange, the Company has a policy to appoint an investor relations manager to oversee the disclosure of information that is accurate, complete, transparent, and comprehensive, including financial and general information reports, as well as important information that affects the Companys securities prices, by disseminating the Companys information to institutional investors, shareholders, government officials, and the public through the Stock Exchange of Thailand. In addition, the Company has also published on the Companys investor relations website in both Thai and English, with Ms. Wanida Darachay, Assistant Chief Executive Officer for Corporate Support, acting as an investor relations manager, who can be contacted at 0-2715-0000 or at www.chukai.co.th.
Chapter 5 Responsibilities of the Board
Leadership and Vision
The Board of Directors has an independent role to ensure compliance with good corporate governance standards
in the following matters:
• Define the company's vision, mission, strategies, goals, business plans and budget.
• Regularly supervise and monitor the performance of the management to ensure that it is in line with the plan in order to achieve the set goals.
• Ensure that there is an adequate internal control system and that it is monitored regularly.
• Ensure that there are appropriate risk management measures and follow up regularly to ensure that the company receives maximum benefits.
• Support and take care of the company's directors to receive training from the Thai Institute of Directors Association.
Business Ethics
The Company has established codes of conduct for the Board of Directors, Management and employees for all parties concerned to adhere to as guidelines in performing their duties according to the Company's mission with honesty,
integrity, fairness and responsibility towards stakeholders, shareholders and all relevant parties.
Balancing the power of non-executive directors
In 2023, the Company has a board of directors consisting of 8 members, consisting of:
• Executive Directors: 3 persons
• independent directors
Therefore, the Company has 5 external and non-executive directors, representing 62.50 percent of the total board of directors, which is more than half of the total board of directors. Therefore, stakeholders are confident that the directors will be able to act as shareholders' representatives independently, which will create a balance and check on the management.
Merging or separating positions
The Company has determined that the Chairman of the Board of Directors and the Chief Executive Officer shall not be the same person. The scope of power and duties of the Board of Directors and the Chief Executive Officer are clearly defined. As a result, the Chairman of the Board of Directors and the Chief Executive Officer do not have absolute power and there is a balance in important resolutions that must be approved by the Board of Directors or the shareholders' meeting. In addition, the power given to the Managing Director or the Board of Directors will not be able to approve any items in which they or persons with conflicts of interest have an interest or may have any other conflict of interest with the Company or its subsidiaries.
Board meeting
The Company has scheduled a Board meeting at least once every 3 months and additional special meetings as necessary. The agenda is clearly set in advance and there is an agenda to consider and monitor performance regularly. The meeting invitation letter with the meeting agenda and documents is sent 7 days in advance of the meeting date to allow the Board sufficient time to study the information before attending the meeting.
At each meeting of the Board of Directors, the Chairman allocates sufficient time for the Directors to thoroughly summarize important issues. In addition, the Chairman and the Board of Directors invite the auditors to attend Board of Directors meetings to provide additional information and minutes of the meetings are recorded in writing. Minutes of the meeting, which have been approved by the Board of Directors, are kept for inspection by relevant persons.
The Board of Directors requires the Management to prepare a monthly performance report to be presented at the next meeting so that the Board of Directors can monitor the progress of the Company's operations.
In the past year 2023, the Board of Directors held a total of 9 meetings, with an average meeting time of 3 hours. Each time, relevant persons were invited to provide additional information. The Audit Committee held a total of 7 meetings, 3 of which were regular meetings and 4 between the Audit Committee and the auditors. The Nomination and Remuneration Committee held a total of 5 meetings.
note
1. Mr. Yo Tawitthongkham was appointed as a director by the Board of Directors' Meeting No. 11/2022 on December 15, 2022, replacing Mr. Thongchai Phraerangsi, a director who resigned, for the remaining term, effective January 1, 2023.
2. Ms. Jenjira Phraerangsi has been appointed to the position of Director, replacing Ms. Anchisa Phraerangsi, the resigned Director, for the remaining term from the Board of Directors' Meeting No. 4/2023 on 28 June 2023.
3. Mr. Pichai Chawla resigned from the position of independent director, effective March 1, 2023.
4. Ms. Anchisa Phraerangsi resigned from the board of directors, effective July 1, 2023.
Subcommittee
The Extraordinary General Meeting of Shareholders No. 2/2006 on August 25, 2006, the Board of Directors Meeting No. 19/2006 on December 8, 2006, the Board of Directors Meeting No. 3/2008 on March 27, 2008, and the Board of Directors Meeting No. 5/2009 on June 26, 2009, appointed an Audit Committee consisting of 4 members with a term of office of 3 years to assist in the supervision of the Companys business. The powers and duties of the Audit Committee are as detailed in the Information Form, Section 8.1, Management Structure. The Audit Committee shall hold regular meetings at least once a quarter and shall hold special meetings in the event of urgent matters.
The Executive Committee consists of 3 members. The powers and duties of the Executive Committee are as detailed in the Information Form No. 9 on Corporate Governance. The Executive Committee will hold regular meetings with the executives approximately once a month and will hold special meetings in the event of an urgent matter.
Directors and executives' remuneration
Directors' remuneration : The Company considers remuneration for directors and executives by taking into account the appropriateness and responsibility of the directors and executives, the environment, economic conditions, and comparison with companies in the same industry group, including comparison with companies with similar revenue and net profit. Regarding the remuneration of the Board of Directors and subcommittees, the Company has already requested approval of directors' remuneration from the general meeting of shareholders.
Executive compensation is in accordance with the principles and policies determined by the Board of Directors, which are linked to the Company's performance and the performance of each executive.
In 2023, the Company paid various remunerations to directors and executives totaling 2.46 million baht, as detailed in Section 7, Executive Remuneration.
Internal control system and internal audit
1. Internal control system and internal audit The Company places importance on internal control systems at both the management and operational levels to ensure efficiency. Therefore, the duties and powers of the operators and executives have been clearly defined in writing. The Company controls the use of the Companys assets to ensure benefits, and the duties of operators, monitors, controllers and evaluators are separated to create appropriate checks and balances.
In addition, there is internal control related to the financial system. The Company has a financial reporting system to present to the responsible executives. In addition, PV Audit Co., Ltd., the Companys auditor, has assessed and reviewed the Companys internal control system in the annual audit and found no weaknesses or defects that are material to the financial statements by issuing an unqualified audit report.
In addition, the Company has an internal audit department responsible for auditing to ensure that the Companys core operations and key financial activities are conducted in accordance with the specified guidelines and are efficient, including auditing compliance with laws and regulations related to the Company (Compliance Control). In order for the internal audit department to be independent and able to perform its audit and balance functions fully, the Board of Directors has determined that the internal audit department report the audit results directly to the Audit Committee and receive an evaluation of its performance from the Audit Committee.
2. Risk Assessment The Company assesses both internal and external risk factors that may affect the Company's business operations, including analyzing and
monitoring events that cause risk factors in order to determine risk management measures and monitor results regularly.
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