Corporate Governance Policy
To achieve the company’s objectives of business operation; to create responsibility for performance in accordance with its duties; to form integrity base transparency; to increase sustainable business competitiveness; and to increase the confidence among stakeholders, the Board of Directors has determined the following corporate governance policies:
- Conduct business with transparency, auditable, and disclose sufficient information to all related parties.
- Manage the company’s businesses to the fullest capabilities with care in order to maximum the benefits for shareholders.
- Establish a control and risk management system by conducting business with care and risk assessment and determine strategies for correction and monitoring risk management on a regular basis.
- Treating shareholders and stakeholders equally and fairly to all parties.
- Clearly structure the roles and responsibilities of each group of directors.
- Encouraging executives and employees to work ethically in conducting business properly and righteously.
GOOD GOVERNANCE
The company was listed on the MAI Stock Exchange on May 10th, 2006; whereas, the Board of Directors and executives of the company has its policy to operate businesses with transparency, to adhere to the principle of merit, and to comply with the law and the corporate governance policy of the company . Therefore, the company has implemented its corporate governance policy practices for the purposes of transparency and accountability; and has been disclosed sufficient information to all related parties. The company has reported the result of implementation of its good corporate governance principles. In 2020, in accordance with the good corporate governance principles of listed companies are as follows:
The Board of Directors has prioritized the rights of shareholders; the company has implemented its corporate governance policy by taking into account the rights of shareholders as follows:
Structure of Shareholders
The shareholding structure between the company and its subsidiaries is clear and transparent, the names, amounts and shareholdings of the Major Shareholders of the company and its subsidiaries are disclosed in Form 56-1 and the Annual Report.
Promoting the Exercise of Rights of Shareholders
The company has the process of maintaining and protecting the rights of shareholders. From the process of formulating good corporate governance policy, taking into account the rights of shareholders and encouraging shareholders to exercise such rights, the basic rights of shareholders after trading securities. The right to receive dividends by supervising care and coordination between shareholders the Registrar of Thailand Securities Depository Co., Ltd. (TSD). The company has providing the responsible authorities to handle inquiries and facilitate shareholders regarding registration. In addition, the company has supported the active roles of shareholders in the shareholders’ meetings including the right to attend the meeting, the right to vote, and the expression of opinions so that shareholders will have active participation in considering the crucial matters. In addition, the company has policy to facilitate and encourage the shareholders 30 Annual Report 2020 and institutional investors to attend the shareholders’ meeting.
Facilitation the exercise of rights to attend the meeting and support the voting right of shareholders
The company facilitates the shareholders to attend the meeting and fully exercise their rights the voting right in meetings and has refrained from any actions, which may impair their opportunities to attend meetings; and has managed to promote the exercise of rights of shareholders before, during, and after the date of shareholders’ meetings. These adhere in compliance with principles and guidelines specified in “AGM Checklist”, prescribed by the Thai Investors Association, the Association of Listed Companies, and the Securities and Exchange Commission by which, the company has been evaluated the arrangement of AGM 2019 at the Excellent level of 96%.
The company takes into account the equality among all groups of shareholders and allow the shareholders to have opportunities to participate in its administration of work; and promote the mechanism for the check and balance and audit of the company’s operations, in which the principles of equitable treatment for shareholders are as follows:
Shareholders Meeting
The company recognizes that shareholders’ meeting is one channel that shareholders can exercise their rights to monitor and control the operations of the company; therefore, the company has created the supportive environment of shareholders’ meeting so that shareholders shall have an opportunity to exercise their rights and to receive equal treatment. In 2020, the company has convened one shareholders’ meeting (AGM) on April 28, 2020, whereas, the Board of Directors has appropriately held the shareholders’ meeting and has invited all shareholders, and has notified them of the date, time, venue, as well as agenda of the meeting. The Board of Directors has duly convened the shareholders’ meeting with sufficient time and encouraged shareholders to have equal opportunities to inquire, express opinions, and feedback recommendations to all shareholders. In addition, the company has kept the approved minutes of shareholders’ meeting systematically for easy and convenient accesses.
Provision of the Prevention and Monitoring System the Use of Internal Information
The Board of Directors give the priority to the provision of protection system and monitor the use of inside information, to prevent from exploiting the inside information for the benefits of inside trading of securities; and has establishing guidelines for preservation and prevention of the use of inside information, which strictly observing the entire organization.
In addition, the directors and executives acknowledge the obligations and responsibility for the preparation and disclosure of the company’s securities holding report to the Office of Securities and Exchange Commission, in accordance with Section 59 of the Securities and Exchange Act B.E. 2535.
The Board of Directors recognizes the rights and roles of stakeholders inside and outside the organization and establishes the company’s mission as a credible organization and provides the highest benefits for stakeholders by establishing policies and ethical standards to treat stakeholders and legal rights of stakeholders equally in writing to ensure that the board of directors and employees at all levels comply with the rules and practices of the stakeholders.
The Board of Directors recognize the importance of the rights of all relevant stakeholders through the “Core Value” Projects, which consists of four components: TQIC (Teamwork, Quality, Integrity and Customer Focus). Based on the collaboration of executives and employees at all levels through the processing of opinions, inventing from the identity of the people within the organization for practical implementation. The corporate values have been clearly communicated to all employees at all levels for mutual understanding. In addition, the corporate values have been applied to select new employees and outline new employees to understand the company’s business practices.
The Board of Directors and senior executives believe the corporate values that are consistent with the organizational culture determined by the needs and direction of the personnel in the organization will lead to practical implementation and embedding good conscience in line with the company’s businesses ethic and code of conduct. The company emphasize the transparency and morality of stakeholders involved, which leads to the achievement of the organization’s goals and this is one of the mechanisms to protect the rights and interests of all stakeholders at the same time. Therefore, it can be trust that the company places equal importance on all stakeholders, stakeholders, employees, business partners and creditors, customers, competitors, communities, society and the environment. In addition, the company has established a comprehensive approach to rights and interests that stakeholders should receive as follows:
Shareholders
The company has a policy to maintain the rights of shareholders in the matter of receiving information, rights to vote, rights to receive fair treatment that the shareholders should have including the continuous satisfactorily operating results of the company in order to add value to shareholders without complicate and cross shareholding. The company also has policy for all of the shareholders to communicate freely among themselves and do not neglect the disclosure any significant conditions in the Shareholders Agreement that have a significant impact on the company, or any other shareholders (if any).
For the measures to approve the connected transaction. The Audit Committee considers the legality and regulations in accordance with the company’s reasonableness and best interests before presenting it to the Board of Directors for approval. The Directors with related interests will abstain from voting on approving such transaction, including overseeing connected transactions and the acquisition and disposition of assets in strict accordance with the rules prescribed by the Stock Exchange of Thailand.
Employees
The company considers employees to be one of the factors for the success of the organization Therefore, we are committed to developing various factors to become a learning organization, strengthening the culture, promoting teamwork, providing fair returns and in line with the company’s performance in the short term, such as bonuses, and long-term provident fund. Comparable to the same market and industry by providing legal benefits such as Social Security, compensation funds, first aid, including the company’s welfare such as group life insurance, accident and organ loss insurance, and provident fund, Cooperative Savings, Funeral Fund, Staff shuttle service, etc.
The company also provides a system for Occupational Health and Safety at work OHSAS 18001 to ensure the health and safety of employees, as well as to focus on the development of employees’ capabilities, knowledge transfer, welcoming employees’ opinions and suggestions by means of establishing core values, and adhere to integrity as part of the corporate culture.
Business Partners and Creditors
The company has a policy to treat business partners and creditors fairly especially in regard to the fair selection of trade partners, Suppliers evaluation, and Price comparison process etc. in compliance with legal, strictly honoring trade terms as mutually agreed upon, in compliance with the law, commercial conditions and good business ethics. The good and fair practices include loans from creditors and repayments of debts, modification of terms and conditions of guarantees for the company to be able to operate business flexibly. With less collateral, as well as capital management, the company maintains a strong debt-to-equity ratio structure to be able to support future business expansion. In the previous year, the company does not have any disputes from any partners or creditors
Customers
The company takes good care and takes responsibility for our customers by producing quality products and standards and able to meet the needs of customers’ needs with focus on the product quality, service with reasonable price, and delivery on time. If there are obstacles preventing the product from being delivering as required, the company notifies customers in advance in order to find solutions.
Competitors
The company has complied with the framework of fair competitions rules to maintain the norms of competition practices., whereas, in the previous year, the company has no disputes with any concerning commercial competitors.
Communities, Society, and Environment
The company pays great attention to environmental preservation and care by being responsible and preventive any potential environmental impacts to communities and society. In accordance with the aforementioned policy, the company has been accrediting with ISO 14001 Standard environmental certification in 2006 and the TIS/OHSAS 18001 Occupational Health and Safety Management standard management from the Management system Certificate Institution (Thailand) (MASCI) on 11 September 2009. In 2019, the company received the Green Star white flag award, Environmental Governance Award 2018, which is an audit of environmental performance and safety in the workplace to assess the project performance, which Tirathai is able to pass the evaluation criteria at the “Excellent” level for the 4th time at BITEC Exhibition and Convention Center Bangna on March 5, 2018.
In 2017, 2019 and 2020, the company received the Green Industry Award Level 4 (Green Culture) from the Department of Industrial Works, Ministry of Industry.
Whistleblower Policy or complaints
The Board of Directors has prepared a notification of complaints, incidence or suggestions from interested parties affected by the operations of the company, both through electronic mail and letters. The Shareholders and may provide a whistleblowing in the event of any wrongdoing or regulation of the person or events that may cause damage to the company to the attention of the Board of Directors. The company keeps such information confidential in order to prevent the whistleblower to suffer from any trouble. In addition, the company also has guidelines to protect the rights stakeholders who have been damaged by the violation of the company’s business by considering compensation not less than the rate specified by law and can submit clues or complaints in the following channels:
1. Electronic Mail:
Chairman of the Audit Committee: annopt55@gmail.com
Chairman of the Executive Board: sumpan@tirathai.co.th
Executive Committee: upakrom@tirathai.co.th
Executive Committee: amporntat@tirathai.co.th
Human Resource Administrative Office Manager: sunan.s@tirathai.co.th
2. Red Box Clue Notifying locate at the walkway up the office building, Human Resource Division
3. Post Mail Attention to: Chairman of the Audit Committee or Company Secretary Office
Tirathai Public Company Limited
516/1 Moo 4 Bangpoo Industrial Estate Soi 8 D
Sukhumvit Road, T. Praksa, A. Muang
Samutprakran 10280
The company is aware of the disclosure of information that are accurate, complete, sufficient, reliable, timely, and transparent, both financial and non-financial information of the company. All stakeholders have conveniently access information and receive information equally. For transparency disclosure of information within the organization, the company has organized meetings between executives and employees from department heads to acknowledge the directions and the company’s business operations as well as convey the policy to those in the chain of commands and to provide channels for employees’ knowledge sharing. For the disclosure of information outside Annual Report 2020 33 the organization, the company has complied with the Requirements of the Stock Exchange of Thailand (SET) and has disclosed the information in both Thai and English languages through SET channels and the company’s website.
The Board of Directors prioritize importance to the quality of the financial reports and to ensure that the information presented in the financial report is accurate in accordance with the accounting standards. The company has supervised the preparation of financial reports for audit by an independent auditor and by the Audit Committee. The Board of Directors has prepared the Report of the Board of Directors’ responsibility for the preparation of financial reports in the Annual Report.
In addition, in 2020, the company has focused on the publicity of the company’s operating results as a whole and the progress of the company’s operations through Opportunity Day activities and the media regularly as another channel to keep the general public informed of the company’s news.
Relationship with Investors
The company has established an Investor Relations Section as a channel to communicate directly with shareholders, Individual and institutional investors, analysts, as well as other related parties such as the Stock Exchange of Thailand and Office of the Securities and Exchange Commission. To comply with all laws and regulations in a complete and timely manner. The company has prepared the investor relations work plans throughout the year. The senior officials of the company and the Investor Relations Section have the opportunities to provide information on business activities. The shareholders, investors, analysts, and interest persons may directly contact the Investor Relations Section: Mrs. Chadapa Tantitanatat or Ms. Atittaya Sangkaeo at Tel. (+66) 2-769-7699 Ext.1220 or email: ir@tirathai.co.th
Structure of the Board of Directors
The Board of Directors regards as the heart of good corporate governance, which must consist of people with knowledge, expertise, and experience who can benefit the company operations. More than half of the Board of Directors consists of those with direct knowledge and management experience in the transformer business, as well as directors with knowledge of other fields such as finance, economics, etc. All directors have been trained in the courses from the Thai Institute of Directors (IOD). The term in office of directors is determined and qualifications of the Board of Directors including the appointment and removal of directors that must be approved by shareholders at AGM.
The company has a balance of power for non-executive directors by not allowing any person or group of people the sole decisions- making power in order to create a counterbalance mechanism and effective administration. The Board of Directors consists of 11 directors, 5 executive directors, 3 non-executive directors (1 independent director) and 3 audit committee / independent directors. The company has 4 independent directors, representing 36% of the total directors. The Board of Director considers that it is an appropriate element. Executive directors can provide in-depth opinions, while Non-executive directors are industry experts resulting in a creative expression of opinions at the board meeting constructively. The Board of Directors’ decision bases are based on the benefits of the company as a whole.