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 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:
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 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:
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
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.
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:-
|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|
Information that should be disclose shall be done so in accordance with the Annual Information Statement Directory (Forms 56-1 and 56-2):
Disclosure in conjunction with the Board of Directors such as:-
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:
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.
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 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.
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:
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:
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:
Newly appointed Board Director should receive the following information/materials and undertake these activities
As such, the Company Secretary is responsible for coordinating and arranging the above meetings/matters relating to the new Board Directors orientation program
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
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.
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 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|