Corporate Governance Policy
The Company’s Board of Directors intends to have Amata Corporation Pcl. (“Company”) be an organization that is effective in conducting its businesses in full compliance with the principles of good corporate governance, so as to create maximum benefits for the Shareholders through taking into consideration the interests of all its Stakeholders together with good moral principles, full transparency and accountability.
The Company has, therefore, established the following policies on good corporate governance for use as operating guidelines to be strictly adhered to by the Company’s Board of Directors, Executives/Management Group and all Staff.
- The Board of Directors, Executives/Management Group and all Staff are required to be committed to adopt and adhere to these 5 ‘core principles of good corporate governance’, specified by the Stock Exchange of Thailand (SET) and the international OECD organization, in discharging their responsibilities:
- Rights of Shareholders
- Equal Treatment for all Shareholders
- Role of Stakeholders
- Information Disclosures and Transparency
- Board Responsibilities
- The Board of Directors will govern and oversee and the Company in conducting its businesses for maximum benefits of the Shareholders (ie: Fiduciary Duty), through adhering to these core principles and operating guidelines:
- Discharging its duties with care (Duty of care),
- Discharging its duties with honesty and integrity (Duty of Loyalty),
- Discharging its duties in accordance with all applicable laws, as well as the stated objectives and Articles of Association of the Company,and all resolutionsof theShareholders Meetings (Duty of Obidience), and
- Disclosing information to Shareholders in a correct, comprehensive and fully transparent manner (Duty of Disclosure).
- The Company’s Board of Directors, the Executive/Management Group and all Staff are fully committed to make use of best practices relating to the Company’s established principles of corporate governance as well as the established operating guidelines relating to good moral principles and ethics in conducting the business, together with the required good ethical behavior on the part of its Board Directors, Management and Staff members in discharging their respective duties and responsibilities.
- The Company’s Board of Directors, the Executive/Management Group and all Staff will be committed to the principles of equitability, through treating all Stakeholder groups in an equal manner together with taking care to look after as well as control that all their decisions and any associated activities will protect or prevent any conflict of interestssituations from occurring.
- The Company’s Board of Directors, the Executive/Management Group and all Staff will discharge their respective responsibilities with all due care in an honest manner and with integrity, as well as in full accordance with all announced applicable, relevant laws and regulatory requirements and also regulations of the Company
- The Company’s Board of Directors, the Executive/Management Group and all Staff will be committed to discharging their respective responsibilities in an honest, equitable and fully accountable manner.
- The Company’s Board of Directors, the Executive/Management Group and all Staff will recognize as and fully respect the rights of the Shareholders as the true owners of the Company; as well as will treat all Shareholders in equal manner, through disclosing all relevant financial and non-financial information in an adequate, timely and credible manner. This is so that all Shareholders, investors, and Stakeholders of the Company will receive sufficient information and communications on an equal basis.
- The Company’s Board of Directors has determined various channels of communications for use by Shareholders, investors and regulatory authorities, together with any required communications or disclosures of any relevant information to all interested parties and Stakeholders.
- The Company’s Board of Directorshas determined the implementation of the Company’s management structure, together with clearly defined associated approval authorities and scope of responsibilities of the each Member of the Board of Directors and the Executive/Management Group.
- The Company’s Board of Directorshas undertaken activities to establish the internal controls system and risk management procedures that are appropriate and adequate, together with an accounting system and financial reporting procedures that are correct and credible.
- The Company’s Board of Directorshas determined various policies in regards anti-corruption/fraud practices, non-violation of intellectual property rights, and respect for all associated laws and human rights.
- Meetings of Shareholders
The Board values and respects the rights of all shareholders and in their equal treatments. Both retail investors and institutional investors are considered to be owners in a portion of the company and have the following basic rights:
- Fundamental rights
- Right to purchase, sell and transfer shares and share certificate.
- Right to be informed with truthful and valid information in a timely manner for decision-makings.
- Right to receive a proportion of the profit of the company.
- Right to attend and vote on the company’s policies in the shareholder meetings.
- Right to appoint and remove directors at shareholders meetings and set their remuneration.
- Right to appoint Company Auditors and to set their remuneration rate.
- Right to receive share warrants in proportion to the number of shares owned
- The Board specified for one ordinary shareholders ‘meeting per year within 4 months of the end of the accounting period.
- The shareholders must first preapprove any urgent matters relating to the benefits of the shareholders or relating to enforceable conditions or law before the Company could call for an ordinary shareholders’ meeting.
- This requires, at least one-fifth of all shareholders of all issued shares or no less than 25 shareholders with total shares of no less than one-tenth of all issued shares, to send a letter to the Board requesting them to call an ordinary shareholder meeting at any given time. Such letter must specify the reason to call for a meeting and the Board must proceed to call for such meeting within 1 month after receiving the letterfrom the shareholders. Furthermore, every shareholder of the Company has the right to vote in accordance with the number of shares held as each share equals 1 vote and there is no special share with unusual right to limit the rights of other shareholders.
- The Board should also facilitate the shareholders in using their rights such as by setting the meeting at a location that is convenient to travel to, establishing a channel for shareholders to purpose agenda or send questions for the meeting. The rules in sending in such questions must be included on the letter of invitation and the Company’s website. Company secretary’s Email: email@example.com, Facsimile: 0-2318-1096.
- As for The shareholders who could not join the meeting, the Board will send them an easy-to-filled Letter of Authorization so that they may choose the director themselves or opt for nomination of independent directors. The Board must send the letter of invitation to the shareholders, specifying the date, time and the rules within at least 7 working days before the day of the meeting and there must also be newspaper advertisement at least 3 days before the day of the meeting.
- Fundamental rights
- Procedures on the Meetings of Shareholders
- The board of directors should encourage the company to use secure, fast, precise, and accurate technology in the shareholders meeting, including in recording attendee registration, printing ballots and processing voting results.
- All directors should attend shareholders meetings. Shareholders should be able to ask questions directly to the chairpersons of the committee responsible for any specific issue.
- In the meetings, there should be no bundling of several items into the same vote; for example, election of directors.
- The board should encourage the company to appoint an independent party of scrutineers/inspectors to count and/or validate votes at the annual general meeting or extraordinary general meeting. This scrutineers shall be disclosed at the meeting and recorded in the minute.
- The board should encourage the use of voting cards for important agenda items such as related party transactions or acquisitions or disposal of significant assets. For the sake of transparency and future reference
- The chairman of the meeting should allocate adequate time for discussion and encourage shareholders to express their opinions and ask questions related to the company’s operations.
- The Company has kept video recordings of all and every sessions of AMATA’s shareholders meetings as records to be made available for any shareholders that has any enquires on the need to monitor the events during each meetings
- Writing and releasing of the minutes of shareholders’ meetings
- The minutes of shareholders meetings should include a description of the voting and vote tabulation procedures used, declaring both before the meeting proceeds, including an opportunity for shareholders to ask questions or raise issues, questions and answers, resolutions, voting results of each agenda item containing approving, dissenting, and abstaining votes, and list the board members who attended or missed the meetings.
- For the convenience of AMATA’s shareholders, there is a barcode system to register each shareholder, in which such information is included on the invitation letter. This is to facilitate the shareholders and allow for faster registration process. Additionally, AMATA’s system of voting in each agenda is transparent as from the collection of voting ballots; in which each must be voted as agreed, disagreed or abstained, to the results, the shareholders could request to verify such process at the end of the meeting.
- The company should make publicly available on its website by the next working day. (www.amata.com)
- The Company shall publish a meeting report within 14 days after the general shareholders’ meeting which be submitted to the Stock Exchange of Thailand (SET) and the Ministry of Commerce in due time.
AMATA values the importance of equitable treatment of all shareholders, including those of major shareholders, minor shareholders, institutional investors and foreign shareholders and have introduced measures to promote this equality, especially for the minor shareholders as follows:
- The right to vote in the meeting should be in accordant with the number of shares that the shareholder is holding. One share is one voting right.
- The Company has produced a proxy form for the shareholder meetings, in which the shareholders could determine the directions of their vote and in accordant with the stipulations of the Ministry of Commerce. The form will be sent along with the letter of meeting invitation. The shareholders could then give proxy to an independent director of the Company (the names of the independent directors will be included in the letter). Furthermore, the Company grants the right for shareholders to vote even when the meeting has already is in progress on the agenda which are still being considered and not yet gone to vote, on such agenda the meeting would then be considered as in quorum, unless the meeting sees otherwise.
- The Company established a policy that the executive shareholders not add agenda to the meeting of shareholders without first notifying the shareholders in advance, so that the shareholders may be able to search for more information on the agenda before voting.
- The agenda to appoint Company’s directors must be done individually.
- AMATA allowed the shareholders with minimum shares of 0.05% of the Company’s registered shares for 12 months consecutively to propose an agenda to the shareholder meeting along with nominating qualified candidates for directorship from 29 October 2014 to 30 January 2015. This was announced via the Stock Exchange of Thailand’s channel and the Company’s website, with clear and transparent procedure and practice.
- The Board has specified for procedures concerning the use and protection of inside information (Insider Trading) of related personnel such as the Board, the executives and other employees in the related departments (including the spouse and minor child of such related personnel) as follows:
- The related personnel shall not buy or sell the securities of the Company within 2 weeks before the release of the quarterly financial reports and within 24 hours after the release of such report (Blackout Period).
- In any case of learning sensitive information which has yet to be disclosed and may affect the price of the Company’s securities, one shall not buy or sell such securities until 24 hours have passed after a public disclosure of such information. The executives or the department with the inside information are also forbidden to disclose such information to unauthorized personnel or a third party to prevent insider trading practice.
- In the case that there is a change in the shares of the directors and the executives, including of their spouses and minor children, must immediately notify such change to the Securities and Exchange Commission, Thailand, in pursuant with Section 59 of the Securities and Exchange Act B.E. 2535 within 3 days of such buy, sell and transfer.
- The Company specified that the directors and the executives must report the holding of the Company’s securities in the Board meeting on every occasion.
- The Company specified that the directors and the executives must report the sales of the Company Securities to the Board at least 1 day in advance.
- The Company values the importance of diligently managing the conflicts of interest of the related personnel, which are the Board, the executives and the employees, to be fair and transparent. The Board has specified policies and procedures on the conflicts of interest as follow:
- The Board and the executives must report the stakes, relating to the management of the Company or its subsidiary, of themselves and of the related personnel when they first take up position as a director or an executive. Any change to such stake must be reported on every occasion and at the end of the year. Furthermore, the company secretary must make copies and send such report to the Chairman of the Board and the Chairman of the Audit Committee within 7 days after the Company received the report, in pursuant with the Securities and Exchange Act B.E. 2535, to check and prevent conflicts of interest.
- Disclosure of the Company’s shareholding structure in its subsidiaries, affiliated companies, joint ventures and holding companies to ensure the shareholders that the shareholding is clear, transparent and that there is no cross shareholding with major shareholders to avoid benefits to a specific party.
- The board should require board members to abstain from participating in the board discussion or voting on a particular agenda item in which a given director has a conflict of interest.
The Board of directors has specified policy to promote cooperation between the company and its stakeholders in order to create wealth, financial stability and sustainability of the Company in pursuant with the law. The Company values the importance of the stakeholders such as customers, employees, business partners, shareholders, investors, creditors, competitors, the community the company operates in, society as a whole and the government, as follows:
- Shareholders: The Company is determined to be a good agent of the shareholders in its operation of a transparent business as well as being considerate of the Company’s growth, with substantial investment return and providing sufficient information to all parties.
- Employees: The Company considers its employees to be the key factor in its success and has various policies such as: policy to train the employees to develop their professional skills; quality of working life policy regardless of gender, nationality, race and religion; policy to appropriately reward employees in both short and long terms and the Company has also established provident fund for employees since 1996; policy to not violate any human rights; and employee safety and health policy which also report on employees’ yearly workplace injury and illness statistic in its sustainable development report.
- Business Partners: The Board has explicitly specified the business partners and business partner selection policy, which will disclose to the public.
- Competitors: The Board has specified a policy on fair competition with the competitors and to not tarnish their reputations with wrongful accusation.
- Creditors: The Board has specified a policy on the debtors such as responsible action of a debtor, management of capital in case of defaults and strict compliance of the creditors’ conditions.
- Customers: The Board has specified a policy on the customers, determining to enhance their satisfaction and confidence for the Company’s goods and services. Additionally, the Company continues to develop the industrial estates to fulfill all the services required.
- The Community and Society: The Company’s policy on the community and the society focuses on its sustainablility as well as improving the quality of life of the people. Activities are focused being involved and assisting the community and society, with members of the Board and directors attending throughout the year.
- Environment: AMATA develops land for use in industrial, public utility and services areas to both domestic and international investors. While such industrial estate is successful and efficient, the Company values the importance of proficient use of natural resources as well as the environmental impacts to the community. AMATA has specified for proficient use of natural resources, in which all employees within the group are full aware and strictly comply with.
- Stakeholders’ Contact Channel : The company welcomes useful and value-adding opinions from its stakeholders, which can be communicated to the Board of Directors through the following channels:
- Mailing a letter to:
Mr. Anucha Sihanatkathakul
Chairman of Audit Committee
Amata Corporation Public Company Limited
2126 Kromadit Bldg., New Petchburi Rd., Huaykwang
Ms. Varaporn Vatcharanukroh
Amata Corporation Public Company Limited
2126 Kromadit Bldg., New Petchburi Rd.,
Huaykwang Bangkok 10310
- Sending an e-mail message to
With regard to complaints or other sensitive issues, the company will protect the informant and keep all opinions secret and will respond in a private manner within 15 days from the date of receipt of such information.
- Mailing a letter to:
The Board of Directors highly emphasize AMATA’s information disclosure process in both financial and non-financial aspects where it must be accurate, complete, timely and transparent. The information provide should also be easily accessible and extremely reliable comparable to a detailed report on AMATA’s audited financial status and actual business operations results which must also provide information that indicates the actual controlling interest in the Company since it is the shareholders rights to be informed about the structure of the ownership of the business entity that they invested in.
The Board strive to sustain strict compliance with the relevant law, rules and regulations with regards to information disclosure and transparencies as follows:-
- The Company shall disperse information in accordance with the stipulated regulations through the information dissemination channels provided by the Stock Exchange of Thailand in the Annual Information Directory Report (Form 56-1) and the Company’s Annual Report (Form 56-2) together with AMATA’s own website in both Thai and English languages;
- The Board shall report the results and details of AMATA’s Corporate Governance undertakings in the Annual Information Form (56-1) and the Company’s Annual Report (Form 56-2);
- Taking into account the Securities Exchange Commission Regulations with regards to the policy conditions and method of disclosure of listed companies financial status and business operations results AMATA has stipulated that the following Company’s information will be publicized in the Annual Information Directory Report (Form 56-1):-
1. General Information 7. Capital Structure 2. Risk Factors 8. Management 3. Type of Business 9. Internal Audit 4. Product Lines 10. Related Transactions 5. Assets 11. Financial and Profit & Loss Statements 6. Legal Disputes 12. Any Other Relevant Information
- AMATA's Board shall arrange for the publishing of the Audit Committee report to accompany the Company’s audited Financial Statements and the Corporate Governance report in the Company's Annual Report (Form 56-2);
- The Board shall disclose the name list and the roles and responsibilities of the Board and each Committee members together with the number of Meetings held and the attendance record of each of the Board and Committees members;
- AMATA’s Board shall report the various types of remuneration that each member receives and the compensation provided for being Directors in Subsidiary Companies or having other duties such as a Consultant together with the remuneration of the Company’s top 4 Executives starting from AMATA’s President in the Annual Report (Form 56-2) and the Annual Information Form (56-1);
- Information Disclosure and the Contact Person Empowered to disclose AMATA’s Information;
- Information Disclosure in conjuncture to the Stock Exchange of Thailand’s regulations;
- Setup an Investors Relations Department with the responsibility of communicating with the public namely, Shareholders, Institutional Investors, Investors, Analysis, Relevant Government Agencies on the following issues:-
- (1) Disclose important information for the benefit of the public;
- (2) Widely disseminate information to the public;
- (3) Clarify rumours and various news;
- (4) In the event of any abnormal trading in AMATA’s stocks;
- (5) An occurrence of any unusual promotional information;
- (6) For the Trading of Listed company stocks the duty of disclosing correct, sufficient, timely, transparent, equitable and just internal Company information AMATA empowers the Chief Executive Officer or Executive Director or Accounting Group Manager to take responsibility;
- Appoint a Contact Person empowered to coordinate with the Stock Exchange of Thailand (SET) in providing information as follows:-
- (1) Disclosure of information during every accounting cycle namely, the Annual Financial Statement and AMATA’s Quarterly Financial Reports by filing the Annual Information Report (Form56-1), publish in the Company’s Annual Report (Form 56-2) by the Chief Financial and Accounting Officer or the Deputy Chief Executive Officer from the Office of the CEO;
- (2) All information disclosure according to important events such as, acquiring/disposing of assets, important related transactions being considered and approved by the Board,scheduled Shareholders’ Meetings, changes in Directors and Auditors, relocation ofCompany’s Headquarters, report of the Shareholders’ Meetings and various investment plans must be made by the Accounting Group Managers.
- Setup an Investors Relations Department with the responsibility of communicating with the public namely, Shareholders, Institutional Investors, Investors, Analysis, Relevant Government Agencies on the following issues:-
- The Chairman of the Board shall be assigned as AMATA’s spokesperson to provide general information on the Organization’s administration and management to the mass media;
- Determine a Contact Person to coordinate with other related agencies such as:-
- For the Thailand Securities Depository Co., Ltd. the Deputy Chief Executive Officer from the Office of the CEO or the Company Secretary shall be assigned as the contact person;
- The Company Secretary has been assigned as the Contact Person for coordinating with the Securities and Exchange Commission;
- Information Disclosure in conjuncture to the Stock Exchange of Thailand’s regulations;
- The Board and Managements shall have to report all their shareholdings and any changes made in the size of their shareholdings in compliance with the criterion set by the Securities and Exchange Commission;
- All Directors and the top 4 Executives beginning with the Chief Executive Officer is responsible for preparing their own related transactions report to the Board Chairman and the Chairman of the Audit Committee in compliance with the Securities and Exchange Act B.E. 2551, furthermore, AMATA’s Board stipulated a procedure where the General Manager and all the Section Managers must also report their related transactions and parties to the Audit Committee every quarter in order to be able to tend their duty in a transparent, just and equitable manner;
- Stipulate that Directors, Executives shall inform the Company through the Company Secretary at least one day prior to the purchase/sale of Shares and report such transactions to the Board every quarter;
- The Board shall setup a risks management procedure that can be implemented on all types of risks whether it be the risks of the Company’s vision, objectives, business strategies, financials, productions and any other operations while taking into consideration the chances of its occurrence and the severity of the affects it could cause. And must also prepare precautionary, preventive and corrective measures and clearly identify the person responsible together with establishing a monitoring, assessment and reporting system by forming a Risks Management Committee at the management level to prepare the work plan and report the results of its implementation to the Board of Executive Directors on a regular basis;
- The Board shall establish an internal control system that covers all areas, in Finance, Operations, in accordance with the relevant law, rules, and regulations; and setup an efficient mechanism for auditing and counter balancing that is capable of constantly protecting, preserving and nurturing shareholders’ capital investments and Company’s assets. Draw up in writing the Company’s regulations, establish an independent internal audit that reports directly to the Audit Committee whose is responsible for auditing the operations of all of AMATA’s business units to comply with the set regulations;
Information that should be disclose shall be done so in accordance with the Annual Information Statement Directory (Forms 56-1 and 56-2):
- Disclosure of Shareholding Structure:- Shall disclose shareholding structure that clearly reveals in detail of the major shareholders in proportion to minority ones which should also be up-to-date information where the holdings by Nominee shall not exceed 5 percent otherwise AMATA’s Board has to report both direct and indirect shareholdings;
- Information disclosure contained in the Company’s Annual Report must be complete, explicit and beneficial for the investors/shareholders for example it must include the following:-
- Company’s long-term objectives;
- Using discussion and analysis methods in describing the Company’s financial statement and its meaningful transformations, factors that can significantly affect overall business operations, non-financial indicators such as market share, level of customers’ satisfaction;
- Analyzing the status of the Industry and the level of competition together with AMATA’s capability to complete;
- Disclosure of the proportion of shares in the Company’s business shareholding structure;
- Disclosure of information with regards to important risks that could cause severe damage on AMATA’s business, the chances of its occurrence and what are the available precautionary measures to soften or prevent these risks from taking place;
- Disclosure of various policies related to profits derived from business operations such as:-
- Dividend Payment Policy;
- Whistleblower Policy;
Disclosure in conjunction with the Board of Directors such as:-
- Qualifications and Self Improvement;
- Directors’ Compensation;
- Meeting Attendance;
- Company shareholdings and stock trading;
- Disclosure of Information
- The Board of Directors has a system to verify that all of the Company’s information disclosed to the investors are accurate;
- The Board shall prepare a summary report on the approved Company’s Corporate Governance Policy, Code of Conduct in Business Operations, Risks Management Policy and Corporate Environmental and Social Responsibilities Policy, and the ability or inability to implement these policies together with the relevant factual arguments in each case and publish them in AMATA’s Annual Report and Company’s website;
- The Board shall prepare the Management Discussion and Analysis (MD&A) Report as supportive documents for the Company’s Quarterly Financial Statement that is being disclose in order to assist investors acknowledgement and better understanding of the shifts in AMATA’s Financial Status;
- AMATA’s Board shall reveal the Auditing fee and any other related auditing expenses;
- The Board o Directors shall notify of the Role and Responsibilities of AMATA’s Board and Committees, the numbers of Meetings held and the Meetings attendance record of each Director for the whole of the previous year and comments on the performance of their duties together with the continuous Directors’ training and development programs held in the Company’s Annual Report;
- AMATA’s Board shall disclose the Company’s remunerations policy for Directors and Executives;
- Information Dissemination on AMATA’s website
Information disclosure criterion as stipulated by the Stock Exchange of Thailand (SET) and through the SET provided channels in the Annual Information Directory Report Form 56-1 and all information reported on AMATA’s website shall be done in both Thai and English languages, furthermore will also include the following:-
- (1) AMATA’s Visions and Obligations;
- (2) Type of Business;
- (3) The name list of the Board members and Managements;
- (4) Financial Statements, reports on financial status together with the present and the previous year’s overall operations results;
- (5) All information provided for Analysts, Fund Managers or various media;
- (6) Information on Company’s both direct and indirect shareholding structure;
- (7) The structure of the Group of Companies, Subsidiary Companies, Joint Venture Companies, Partnership andSpecial PurposeEnterprises/Vehicles (SPEs/SPVs);
- (8) The group of major both direct and indirect shareholders that holds 5 percent of AMATA’s listed stocks and with voting rights;
- (9) Both direct and indirect shareholdings of the Company’s Directors, Major Shareholders, Company’s Executives;
- (10) Transmitting the Ordinary and Extraordinary Shareholders’ Meeting Invitations;
- (11) Company’s regulations, Memorandum of Association and arrangements made with groups of shareholders if any;
- (12) AMATA’s Corporate Governance Policy;
- (13) Risk Management Policy;
- (14) Charter on the Directors’ Terms on the Board;
- (15) Charter on the Directors’ Terms in Board Committees;
- (16) Employees and Directors’ Code of Conduct;
- (17) Details on the Company’s contact information or the Investors’ Relations Officer.
Then Company’s Board of Directors comprises of people, who are knowledgeable, capable and well-accepted at the national level, assigned with the key role and responsibility for defining corporate policies and, jointly together with the Senior Executive/Management Group, for determining both the long term and short term business plans. The Board of Directors is also responsible for determining financial policies, risk management policies and procedures, and the overall corporate image; as well as for undertaking governance of the Company together with evaluating the overall operating performance of the Company, and for overseeing, in an independent manner, the performance results of the Executive/Management Group so as to ensure that they are in accordance with the established and agree business plans.
Key elements that facilitate the Board of Directors to effectively and fully discharge its duties and responsibilities are as follows:
- The Company’ s Board of Directors has determined a Board structure that is composed of Directors possessing diverse and varied qualifications in regards to their knowledge, professional experiences, together with both general and specialized skills, that would be beneficial for the Company.
- The Board of Directors comprises of persons possessing the knowledge, professional experiences and capabilities that are adequate for discharging their duties and responsibilities; whereby there is a total of 7 persons on the Board.
- There is 1 Non-Executive Director on the Board of Directors, who possesses relevant experiences in the industrial estate development business that corresponds to the core business of the Company.
- The Board of Directors also comprises of 4 Independent Directors (or equal to 57% of the total number of Board Directors), who are able to give their opinions on the work activities of the Executive/Management Group in a fully independent manner.
- The Board of Directors determines each term of office for Board Directors to be 3 years; and in the event of a retiring Board Director being nominated for reappointment for another term, the Board of Directors will take into consideration the necessity and will propose the reappointment for approval at the Annual General Shareholders Meeting.
- The Board of Directors has determined the ‘required qualifications’ of Independent Directors to be those qualifications specified by the Office of the Securities Exchange Commission (SEC) in regards to Members of the Audit Committee, as follows:
- (1) A person who has a shareholding of not more than 1% of the total number of shares with voting rights of the Company, a Subsidiary Company, a Joint Venture Company, and the majority Shareholder Group or the legal entity having the controlling power over the Company; whereby this shareholdingalso includes those of anyone who is related to the Independent Director in question.
- (2) A person who is not or has not been an Executive Director, employee, staff member, or consultant on a monthly retainer fee,or who has a controlling power over the Company, a Subsidiary Company, a Joint Venture Company, a Subsidiary Company of a parallel status, and the majority Shareholder Group or a party with a controlling power over the Company - unless such a status has ceased to exist or has been terminated for not less than 2 years prior to being nominated. As such, this prohibited qualification does not include a person having been a civil servant in or a consultant to a Public Sectoragency that is a majority Shareholder of or has a controlling power over the Company.
- (3) A person who is related to any other persons by blood or by legal registration - as a parent, spouse, sibling, and children or a spouse of the children of an Executive/Management Group member – to a majority Shareholder of or a person with a controlling power over the Company, and to any persons being nominated to be an Executive/Management Group member or possessing a controlling power over the Company or a Subsidiary Company.
- (4) A person who is not or has not had any prior business relationships with the Company or parent Company, a Subsidiary Company, a Joint Venture Company, and a majority Shareholder of or party with a controlling interest over the Companyin a manner that could hinder a genuine independence of judgment; as well as not having been a significant Shareholder or having had a controlling power over any persons that has a business relationship with the Company or parent Company, a Subsidiary Company, a Joint Venture Company, and a majority Shareholder of or party with a controlling interest over the Company- unless such a status has ceased to exist or has been terminated for not less than 2 years prior to being nominated.
- (5) A person who is not or has been an external Auditor of the Company or parent Company, a Subsidiary Company, a Joint Venture Company, and a majority Shareholder of or a party with a controlling interest over the Company;as well as not being a majority Shareholder, a party with a controlling power over or a Partner in the Audit Firm authorized to be the external Auditor of the Company or parent Company, a Subsidiary Company, a Joint Venture Company, and a majority Shareholderof or a party with a controlling power over the Company to which the person is affiliated - unless such a status has ceased to exist or has been terminated for not less than 2 years prior to being nominated.
- (6) A person who does not provide or has not been providing any professional services – including acting as a legal counsel or financial advisor – to and receiving an annual retainer of more than Baht 2.0 million from the Company or parent Company, a Subsidiary Company, and a Joint Venture Company; as well as not being a majority Shareholderof or a party with a controlling power over or a Partner in the Company, or a significant Shareholder in or having a controlling power over or a Partner in any such professional services provider companies/entities - unless such a status has ceased to exist or has been terminated for not less than 2 years prior to being nominated.
- (7) A person who is not a Director authorized to represent a Board Director of the Company, the majority Shareholder, or a Shareholder who is connected with and/or related to the majority Shareholder of the Company.
- (8) A person who is not operating a business that is the same type of business as the Company or its Subsidiary Companies, so as to be considered as a significant competitor; or a person who is not a significant Shareholder in a business partnership; as well as who is not an Executive Director, employee or Staff, consultant with a regular salary, or holding more than 1% of the total shares with voting rights of other companies operating the same type of business as the Company or its Subsidiary Companies so as to be considered as a significant competitor.
- (9) A person with any other characteristics that would not facilitate a genuine independence of judgment with regard to the business operations of the Company
- The Board of Directors will select the Chairman of the Board, who must be an Independent Director.
- The Board of Directors has determined the principle that allows its Independent Directors to be a Board Director concurrently in not more than 5 other listed companies, through taking into consideration the overall ability and effectiveness in discharging their directorial responsibilities on the part of the Board Director, who is also Directors in several other companies based on the fact that Board Directors need to devote their time to undertake their duties in an adequate manner. Further, information relating to Board Directors being Directors concurrently in other listed companies is required to be disclosed in the Company’s Annual Report as well as posted on the Company’s website.
- Executive Directors can also be a Director concurrently in not more than 2 other listed companies.
- Board Directors shouldpossess the required qualifications specified in the Public Limited Company Act and the Securities and Exchange Act, as well as should not have the specified prohibited qualifications or any indicative inappropriate characteristics, in order to receive the trust and confidence to be appointed to oversee and manage the conduct of the business by the Company.
Approval Authority of the Board of Directors
This should be in accordance with the policy on the scope of authority reserved for the Board Directors of the Company as well as resolutions of the Board of Directors, and Shareholders Meeting together with the legal requirements and regulations of the Company. This scope of authority also includes defining and reviewing, at least every 5 years, the corporate vision and strategies, together with approving the key business operations and associated business plans, risk management policies, annual budgets and business activities plans, desired annual corporate objectives and goals from the business operations, and also regularly evaluating the operating performance so as to ensure that they are in accordance with the established operational plans.
Separation of duties and responsibilities between the Board of Directors and the Management
The Company has clearly defined separate and respective roles, duties and responsibilities of the Company’s Board of Directors and those of the CEO as follows:
- The Company’s Board of Directors has the role of overall governance and oversight of the Company’s business operations so as to ensure that they are in accordance all legal requirements as well as the corporate objectives and regulations of the Company as approved by the Board Meeting together with the Company’s policy on corporate governance; whereby Board Directors need to make decisions with all due care, integrity and in an honest manner for the maximum benefit of the Shareholders
- The Executive/Management Group has the duties and responsibilities to undertake normal operating activities based on policies determined by the Board, so as to achieve the established goals and corporate strategies.
The Company does not have an age limit for the candidate or a limit on numbers of company he or she may preside on the Board of Directors. The company believes that age and numbers of company that the committee presides do not affect the committee’s competency and skills as long as such committees fully devote their time and expertise to the company by making decisions and providing recommendations that meet the company’s high expectations. In addition, the company does not set term limits because the company firmly believes in the rights of the shareholders to consider the most qualified people to act on their behalf and to make the best decisions to oversee their company. Only the appropriate tenure of the Audit Committee should not exceed 3 consecutive terms, except when a member of Audit Committee is deemed appropriate to serve for a longer tenure. The Board of Directors will consider the independency and functional efficiency of such Director.
Role, duties and responsibilities of the Board of Directors
In order that the Company can effectively enhance the strength and viability of the good corporate governance aspects of its operations, the Company’s Board of Directors has the important and proactive role as follows:
- Determine the ‘vision & mission’ and strategic directions of the Company that will support and drive, on a sustainable basis, the ongoing development and growth of the overall economy, society as a whole, and the environment; whereby the Board Directors collaborate together in thinking through the various issues as well as in attaching importance to searching for the relevant information required to define such strategic directions and to effectively assess various potential risk factors. This is in order to ensure that the Executive/Management Group will be able to implement the established vision and strategic directions in an effective manner, so as to achieve the targeted operating performance results.
- Review and approve, at least every 5 years, key corporate strategies, corporate objectives and goals, financial targets, and business activities plan of the Company; as well as monitor that the Executive/Management Group always act in accordance with the agreed corporate business plans and strategic directions.
- Determine risk management policies, arrange that potential risksfactors are assessed, and then define various appropriate risk management activities in a comprehensive manner; as well as oversee and ensure that Risk Management Committee has in place effective procedures relating to risk management and to exploring possible new business opportunities that may arise from such risks.
- Arrange to have in place an appropriate accounting system, financial reporting procedures, and auditing procedures of the Company accounts that are credible; as well as oversee that procedures are in place to regularly assess that existing internal controls systems and internal audit processes together with the existing risk management procedures are adequate, appropriate and effective, and also that this matter is disclosed in the Company’s Annual Report.
- Oversee and resolve any situations of conflict of interests and related transactions that may occur; as well as give importance to all key business transactions of the Company so as to achieve overall maximum benefit for the Shareholders and all Stakeholders, through establishing a policy relating to situations involving conflict of interests.
- Disclose the policy on the remuneration of the CEO that is appropriate so as to motivate positive job performance in both the short term and long term.
- Determine the policy and requirement that the CEO as well as other senior Executives can serve concurrently as Director in not more than 2 other listed companies, whereby prior approval from the Board of Directors is also required from Board Directors.
- Evaluate the job performance of the CEO every year, the results of which will be used as the criteria for determining the proposed increase in the CEO’s remuneration that corresponds to the achieved job performance.
- Arrange to establish various appropriate channels of communications for use by each respective Shareholder groups; and assess disclosures of relevant information, so as to ensure that they are clear and concise, correct and accurate, and credible as well as of achieving high standards of disclosures.
- Act as an effective leader and a positive role model in effectively discharging its responsibilities in compliance with the required good corporate governance practices and the Company’s responsibilities to society as a whole.
- Support and promote the Company in having effective practices and activities to fight all forms of corruption, so as to achieve maximum benefit for the Company and all Stakeholders.
- Arrange the preparation and publication of the Company’s Code of Good Business Ethics for all Board Directors, members of the Executive/ Management Group and Staff.
- Arrange to have the Company’s Code of Good Business Ethics for all Board Directors, members of the Executive/ Management Group and Staff be the required regulations for all Board Directors, members of the Executive Management Group and Staff, which they must acknowledge and agree to adhere to such required ethical behaviors.
- Promote strict adherence to the established Code of Business Ethics in conducting the business operations of the Company on the part of all Board Directors, members of the Executive/Management Group and Staff as well as involved external parties, through:
- (1) distributing a copy of the Code of Business Ethics to all Board Directors, members of the Executive/Management Group and Staff for signing their acknowledgement and agreement to comply to the required ethical behaviours.
- (2) Announce and post the Code of Business Ethics on the Company’s intranet, so as to allow any involved parties to easily access the information.
- (3) Announce and post the Code of Business Ethics on the Company’s website.
Establishing Board Committees
In order to facilitate and enable the review and screening of various key aspects of the business operations of the Company in an effective and careful manner, the Board of Directors has established various Board Committees as considered necessary and appropriate. Currently there are 4 Board Committees as follows:
- Audit Committeeconsisting of at least 3 Board Directors, all of whom are required to be Independent Directors. The Audit Committee is required to have the qualification of being fully independent, as announced by the Board of Directors of the Office of Capital Markets Supervision in Thailandwith regard to the qualifications and scope of responsibility for Audit Committees, in reviewing/overseeing the conduct of business operations, overseeing the preparation of the financial reports, internal controls system, selecting the external Auditor; as well as in considering any conflict of interests situations and reviewing the adequacy of the Company’s risk management procedures.As such, the Audit Committee should have at least 1 Member possessing adequate knowledge and understanding of or experiences in accounting or financial matters, so as to review the credibility of the Company’s Financial Statements.(For further details, please refer to Charter for the Audit Committee – in the section on the Charter of the various Board Committees
- Good Corporate Governance Committee is established by the Board of Directors, comprising of at least 3 Members and with at least 1 member being an Independent Director, charged with the responsibility for proposing, to the Board of Directors, operating guidelines and procedures relating to good corporate governance, as well as to oversee the actual good corporate governance practices of the Company are in compliance to the established policy of the Board of Directors. (For further details, please refer to Charter for the Good Corporate Governance Committee – in the section on the Charter of the various Board Committees
- Nomination and Remuneration Committeeis established by the Board of Directors, comprising of at least 3 Members, all of whom are required to be Independent Directors - especially the Chairman of the Committee, charged with the responsibility for selecting and nominating names of qualified persons for appointment as a Board Director as well as for the CEO position; whereby there are established principles and procedures for undertaking the nomination process in a transparent manner; as well as for establishingguidelines in determining the appropriate and reasonable remuneration for Board and for the CEO, that would then be proposed to the Board of Directors for review/endorsement to be proposed for final consideration/approval by the Shareholders Meeting(For further details, please refer to Charter for the Nomination and Remuneration Committee – in the section on the Charter of the various Board Committees
- Risk Management Committee is established by the Board of Directors, comprising of at least 3 members, who should be experts and well-experienced in the industrial estate business, charged with the responsibility for determining risk management policies together with associate risk management plans and procedures for use throughout the organization, as well as for reviewing the criteria for official tools or mechanisms and the execution of derivative agreements. The Committee is also responsible for monitoring and evaluating the associated results, and for supporting or ensuring that they are fully aligned with the established business plans of the Company, together with regularly reporting to the Board of Directors on the various risk factors and issues relating to the risk management policies (For further details, please refer to Charter for the Risk ManagementCommittee – section on the Charter of the various Board Committees.
Orientation for newly appointed Board Directors
In undertaking the duties and responsibilities as a Company Board Director, Directors should be informed of the overall business operations of the Company. As such, in the event of any changes in the Members of the Board of Directors or an appointment of a new Board Director, the Company will hold an orientation program for the new Directors, in order to introduce an overview of business operations of the Company as well as to providing them with various important information that is relevant and necessary for the discharge of the directorial duties together with operating guidelines relating to good corporate governance, whereby such information includes:
- The structure and composition of the Board of Directors, together with the associated key policies and work procedures.
- Corporate strategies, annual business plans and associated KPIs, and the current annual budget.
- The structure of the Company and of the Executive/Management Group.
- Key operating level policies as already approved by the Board of Directors.
- An overview of the type of work activities of the Executive/Management Group.
Newly appointed Board Director should receive the following information/materials and undertake these activities
- Handbook/Manual for Board Directors.
- Introduction to and informal meeting with fellow Directors on the Board of Directors, in order to have informal discussions/exchange of ideas and to ask questions on any current key issues.
- Introduction to and meeting with the CEO to discuss the future operating directions of the Company and general matters, together with both the internal and external dangers/issues that may have an impact for the Company.
- Introduction to and meeting with the CFO, in order to be informed and achieve an understanding about the financial aspects and issues, and to ask any questions on these matters.
- Introduction to and meeting with the Company Secretary to discuss corporate governance matters.
- Introduction to and meeting with the senior Executives/Management Group members to discuss operational matters and relevant issues/problems of each respective Business Units/Departments.
As such, the Company Secretary is responsible for coordinating and arranging the above meetings/matters relating to the new Board Directors orientation program
Board of Directors Meetings
- It is a core and important duty of Board Directors to attend Board Meetings on a regular basis, so as to be informed about as well as to jointly consider and decide on matters relating to the business operations; whereby each year there will be a minimum of 6 Board Meetings, and there may also be additional special meetings to consider an urgent and special matter or issue.
- Each year a schedule of the Board Meetings for the year will be clearly determined in advance.
- Non-Executive Directors will meet together, at least once a year, without any Executives/Management Group members being present, to discuss and debate various issues of special interest or concern relating to activities undertaken by the Management Group, with a report of the meeting’s outcome being submitted to the Chairman of the Board.
- Members of the Board of Directors should attend at least 80% of the scheduled Board Meetings during the year.
- During Board Meetings, the Board can consider and pass various resolutions, so long as there is a quorum of at least 2/3 of the total number of Directors present. In the past, this was adhered to and disclosed, but not formally reported.
- All Board Directors achieved a Board Meetings attendance record of 75% during the year.
- With regard to Board Meetings, the Chairman of the Board together with the CEO and the Company Secretary will determine the schedule and Agenda for Annual General Shareholders Meeting, as well as for considering the final Agenda for the next scheduled Board Meeting; whereby an opportunity is given to Board Directors to also proposed Agenda Items for consideration at the Board Meeting.
- Supporting documentations for the proposed Agenda of the Board Meeting are sent not less than 5 working days in advance of the scheduled meeting date, so that Board Directors can have sufficient time to study the relevant information for each Agenda Item to be considered.
- In considering the various Agenda Items at Board Meetings, the Chairman of the Board will act as the Chairman of the Board Meeting and allow the opportunity for all Board Directors to freely express their opinions. As such, passing Board resolutionswill be based on a majority vote, with each Board Director having 1 one vote; as well as any Board Director, having a vested interest in the particular Agenda Item being discussed, will not be allowed to be present during the discussions and/or also not entitled to vote on the matter in question.In the event of a tie vote, the Chairman of the Board will have an additional and deciding vote.
- During Board Meetings a senior Executive/Management Group member will attend so as to be able to make a presentation that is beneficial for Board Directors, and also to be given, directly by the Board, policies to be implement by the Executive/Management Group in an effective manner – with the exception of when any special Agenda Items are to be discussed by Board Directors or by Non-Executive Directors only, so as to allow an open and free discussion by those Board Directors present.
- After the end of each Board Meeting the Company Secretary is responsible for recording and preparing the official Minutes of the meeting, as well as for submitting it to the Chairman of the Board to review and sign in order to confirm that they fully accurate and correct; whereby the Minutes are then submitted for review and acceptance at the next Board Meeting. As such, Board Directors are able to express their opinions relating to any required corrections, amendments or revisions within 14 working days, so that the Minutes will be completely accurate and correct.
- Once the Minutes of the Board Meeting has been accepted at the subsequent Board Meeting, these Minutes are then stored for safekeeping as confidential documents within the corporate documents storage system in the Company’s offices, as well as being stored in a soft copy format in the electronic corporate documents database, together with the respective Agenda and supporting documents of the respective the Board Meetings. This is for ease in future access and reference.
Performance Evaluation of the Board of Directors
The Board of Directors has determined that a performance evaluation of the Board be undertaken every year, so as toreview the actual outcome of the activities of the Board of Directors during the year and to ensure the determination and/or implementation of ongoing improvements of any deficiencies in an adequate manner
- The Board of Directors and Board Committees should undertake a performance self-evaluation at least once a year, so as to allow the whole Board of Directors to jointly review its performance outputs together with determining areas for further improvements. This is in order to enhance the overall performance outputs of the Board of Directors and of the various Board Committees accordingly.
- The performance evaluation of the Board of Directors should be undertaken for the whole Board as a group as well as for individual Board Directors and for the Chairman of the Board; whereby the associated procedures, criteria and performance evaluation results are then disclosed in the Company’s Annual Report.
- Every 3 years, the Company should arrange to have an external consultant help determine operating guidelines and procedures for as well as relevant questions to be asked in the performance evaluation exercise, which will then facilitate the achievement of straight forward and unbiased evaluation outcomes so as to enable these outcomes to be compared with accepted standards and facilitate further genuine development of the performance evaluation process. The evaluation results and associated skills development plans should then be disclosed in the Company’s Annual Report
Development of Board Directors
In order to enhance the effectiveness in discharging the duties and responsibilities of Board Directors, the Company supports and encourages members of the Board of Directors and the Executive/Management Group to attend various training courses that would be beneficial in undertaking their activities, together with regularly participating in various activities to meet various Board Directors and senior Executives of other companies - namely: both training courses held the internal Department responsible for training the Company’s and Staff as well as those held by external regulatory authorities or NGOs (such as, training courses held by the Thai Institute of Directors Association (IOD), of which the SEC has specified that Board Directors of listed Companies must attend at least 1 course, namely: Directors Certification Program (DCP), Directors Accreditation Program (DAP) and Audit Committee Program.
Oversight to ensure compliance to good corporate governance principles and practices, and regular reviews
The Board of Directors will oversee and ensure that Board Directors, Executives/Management Group and Staff all act in full compliance with the established operating best practices/guidelines specified in the ‘Handbook on the Policy on Good Governance Practices’, in order to raise and further develop the standards of good corporate governance within Amata on a continuing basis. This isalso in order to create and achieve continued stability as well as sustainability for Amata, its Shareholders, and all Stakeholder groups. Further, the Board of Directors and the Good Corporate Governance Committee has determined that a regular review of the existing ‘Handbook on the Policy on Good Governance’ be undertaken every year.
The Company Secretary
The Board of Directors is responsible for appointing then Company Secretary, charged with the responsibility for supporting the Board in preparing the various required documents/materials, Board Meeting Agenda, and notifications of the scheduled meetingstogether withoverseeing the smooth running of the actual Board Meetings, Annual General Shareholders Meetings (AGMs) and meetings of the various Board Committees. The Company Secretary is also responsible for preparing the Minutes of the Board Meeting, the various Board Committee meetings and also the AGMs together with storing and safekeeping of all corporate documents as required by law; as well as with providing advice on the discharge of the responsibilities by Board Directors to ensure full compliance with the various applicable legal and regulatory requirements, for overseeing and ensuring that Board Directors and the Company disclose any relevant information as required in a correct, comprehensive and fully transparent manner, and for coordinating key activities within the Company to be fully in accordance with the Board resolutions and then regularly reporting to the Board as to the status of such activities.
|Good Corporate Governance Handbook||14 June 2016||Download|