The company realizes the importance of good corporate governance with corporate transparency and equitable treatment to all concerned parties. Consequently, the company has established a “Good Corporate Governance Policy” in writing. The company had followed and conformed to the policy since 2013. The content of the policy covers 5 chapters as follows: 1) the Rights of Shareholders, 2) the Equitable Treatment of Shareholders, 3) the Company’s Conduct towards Relevant Stakeholders, 4) Disclosure and Transparency and 5) Responsibilities of the Board of Directors. The company has already disclosed the content of “Good Corporate Governance Policy” in its website: www.spvi.co.th/investor-relations/. The Good Corporate Governance Policy has been reviewed by the Board of Director for it’s appropriate to the business and compliance with the regulation of the Stock Exchange of Thailand.
In 2017, the company conformed to the Good Corporate Governance Policy, which can be summarized as follows:
Chapter 1: The Rights of Shareholders
The company realizes and gives importance to various basic rights of the shareholders, such as the rights to buy, sell or transfer shares; to obtain relevant and adequate information on the company; to participate and vote in the shareholders’ meetings to elect or remove Directors of the company, to appoint the external auditor, to make decisions on important issues, such as dividend payment, amend the company’s Memorandum of Association and Articles of Association and increase or decrease capital etc.
Apart from various basic rights of the shareholders mentioned above, the company takes various actions to promote and facilitate the exercise of the shareholders’ rights, as follows.
Before the Meeting
- The company invited minority shareholders to propose agenda and nominate a person to be a director during 1-31 December 2017. The rules and procedures for proposal was announced and published in the website of Stock Exchange of Thailand and company website. Nevertheless, none of minority shareholder presented the proposal.
- The invitation notice of the meeting was prepared and sent along with support documents to shareholders prior to the meeting date and also was published on the company website www.spvi.co.th/investor-relations/ so that shareholders would have enough time to study the information beforehand.
An invitation notice provided correct, clear and adequate information as follows:
- Invitation notice of each agenda clearly stated that it was for acknowledgement or consideration including facts, reason and the comments from the Board of Directors.
- Registration form with printed barcode was attached with the invitation notice to accommodate faster registration process for shareholders.
- Attached 3 proxy forms so that shareholders who were unable to attend the meeting might appoint any person as their proxies by using one of the three proxy forms enclosed with the notice of the meeting.
- A copy of previous minutes of meeting.
- Information of those who had been nominated for election as directors. The details included the name, age, education, work experiences, training organized by the Thailand Institute of Directors (IOD), number of companies that each director maintained directorship, type of the proposed directorship, directorship commencement date.
- Details of 3 directors who can act as shareholders’ proxies. All of the proposed directors are independent directors. A shareholder may appoint one of them as a proxy to attend and vote on the shareholder’s behalf.
- Articles of Association in connection with shareholder meeting.
- Map of the location of the meeting for travelling by car or public transportation.
- Each agenda clearly stated that it was for acknowledgement or consideration including facts, reasoning and the comments from the Board of Directors.
On the day of the Meeting
- The company organized the Annual General Meeting of Shareholders on 4 April 2017 at the ASIC Meeting Room, 34th Floor, SVOA Tower, Rama III Road, Bangpongpang, Yannawa, Bangkok, using a meeting room with appropriate size that could adequately accommodate attendees. The registration process began 2 hours in advance of the meeting so that staff would get enough time to check documents of shareholders presented at the meeting in person and a large number of proxies appointed by shareholders. For the accuracy and to speed up the registration process, the company had prepared sufficient officers and registration desks. Once registration was completed, shareholders would receive a ballot to vote on each agenda of the meeting.
- Before the meeting started, the Secretary of the meeting would inform shareholders on how to vote according to the Articles of Association. Holders of the company’s common shares were entitled to cast one vote per one share. The casting of votes would be conducted openly. The company used a barcode system to count the votes for accuracy and speed. After the vote counting on each agenda was completed, the company would display the outcome on a screen to inform shareholders by dividing the vote scores into approve, disapprove and abstain.
- Chairman of the Audit Committee, Audit Committee, Independent Directors, Board of Directors, Executive Chairman and Managing Director of the company all gave priority and attended the general meeting to provide clarifications or answers inquiries from shareholders in the meeting.
- For those shareholders who attended the meeting after it started, they could still attend the meeting and vote on agendas, which were being considered, or those had not been voted.
- The shareholder meeting proceeded according to the specified agendas. The meeting would not consider additional agenda(s) not specified in the invitation notice.
- Chairman of the meeting assigned the secretary to announce the vote result of each agenda to shareholders immediately and no shareholders raised any objections.
After the Meeting
The company disclosed resolutions from the shareholder meeting with the outcome of votes count within the same day through media channels of SET.
It prepared minutes of the meeting and submitted to SET within 14 days as specified by the laws.
Chapter 2: The Equitable Treatment of Shareholders
The company recognized the importance and values the right of every individual shareholder, whether executive or non-executive, major or minor shareholders. Thus, the company would not engage in any discriminatory act or cause any unfair treatment to shareholders under the provisions of the relevant laws. In 2017, the company practiced the following procedures:
- The Shareholder Meeting
- The company delivered all three proxy forms to holders of all shares so that shareholders could choose the form that best fitted their needs.
- In the case where a shareholder was unable to attend the meeting, the company had nominated 3 independent directors. A shareholder might appoint one of them as a proxy to attend and vote on the shareholder’s behalf.
- The Directors and Executives.
The company had written measures to strictly prevent wrongful use of inside information (Insider Trading) according to the following procedures:
- Defined a policy to prevent wrongful use of inside information (Insider Trading) and notified directors and executives to refrain from perform any transaction on the shares, 1 month prior to the publish of the company’s financial statements. As for the previous year, the Board of Directors and Management of the company had strictly conformed to the policy.
- Connected transactions that occurred in the year 2017 were all transparent and were carried out in a fair manner in accordance with ordinary courses of business.
Chapter 3: The Role of Stakeholders
The company respected the rights of relevant stakeholders and treated them fairly as follows:
Employees: The Company aimed to provide both skill development and on-the-job training to employees of all levels. It did that on a continuous basis either by organizing in-house and outside trainings by respective suppliers.
For welfare & benefits, the company focused on quality of working life for employees and treat employees equally. The company provided life and health insurance, provident fund and annual physical check up for all employees. The company cooperated with commercial banks to offer low-interest personal loan to employees as a company welfare program. As well as, the company managed the good work environment to ensure safety workplace.
These safety policies brought zero rate of accident case and employee absent from injury and sickness at work in 2017
Partners and Creditors: The company adhered to good business practice and strictly complied with commercial terms and/or agreements with business partners and creditors. It maintained the relationship with its partners based on the principle of equality and mutual benefits in order to develop a long-term relationship with partners.
Customers: The company strived to achieve customers’ satisfaction and confidence by keeping on improving products and services as well as maintaining good relationships, integrity and fairness.
In 2017, the company made randomly and regularly inspection the service quality of iStudio and iBeat shops through outsourcing “Mystery Shopper”. The company also invited Apple to rate the customer satisfaction toward iCenter shop on monthly basis and found that the overall satisfaction rate of each branch was not less than 85 percent. The company acknowledged the shortcoming and considered to improve service quality to enhance customer satisfaction level.
Competitors: The company treated competitors in accordance with international standard under legal frameworks on fair trade competition. It observed the rules of fairness when competing and would not acquire information from competitors illegally or against its ethics.
Communities and Society: The company realizes its responsibilities towards the communities and society. It participated in charitable activities and public services, for example, activities to promote education.
Furthermore, the company assigned the best practice and internal control system in order to prevent frauds and corruptions in the organization. As well as, the company emphasized the participation of the relevant stakeholders to determine business transparency, compliance with corporate good governance policy, as well as the best practice to anti-corruptions in organizations. Those who witness the violation can report to the board of director through company secretary or internal audit department. The report of violation will be investigated and the whistle-blower will be well protected by company.
Measure of Witness Protection
- The company will keep the information of corruptions, whistle-blowers, petitioners, and suspects as confidential.
- The company will disclose the information as necessary by concern on safety of the source of information and relevant persons.
- The company will appropriately and fairly mitigates the loss of injured person.
- The company will not conduct any unfair action toward the whistle-blowers and petitioners whether change job position, job description, workplace, suspend or terminate job, or any other unfair action toward the whistle-blowers, petitioners, and any person who cooperative to the investigation.
Channel to report the offense
- Report to the company secretary at
S P V I Public Company Limited
1213/58-59 Soi Ladprao 94, Sriwara Road, Plubpla, Wang Thong Lang, Bangkok 10310
or email to firstname.lastname@example.org
- Report to internal audit department at
Miss Yupa Benjawikrai
S P V I Public Company Limited
1213/58-59 Soi Ladprao 94, Sriwara Road, Plubpla, Wang Thong Lang, Bangkok 10310
or email to email@example.com
Chapter 4: Disclosure and Transparency
The Board of Directors recognized the importance of accurate and transparent disclosure of information, both financial and non-financial, as stipulated by the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. It also disclosed other significant information that might affect the price of the company’s securities, and might have an impact on investors and stakeholders’ decision. This was carried out to ensure that related parties obtain equal information. The company disseminated information of the company to shareholders, investors and general public through various channels provided by the Stock Exchange of Thailand and the company’s website: www.spvi.co.th./investor-relations/
The Board of Directors was responsible to review and ensure the reliability, completeness and rationality of the company’s financial statements. The company’s financial statements must be prepared in accordance with generally accepted accounting principles and use appropriate accounting policy with consistency and careful judgment. The responsibility of the Board of Directors to the financial statements together with the report of the auditor must be included in the Annual Report Form (56-1) and Annual Report (56-2). The roles of the Board of Directors and the Audit Committee, number of board meetings, and the number of meetings each director attended during the past year, must be clearly reported. In addition, the company was appointed to report the change of stockholding of board of director and management in every broad meeting. The stockholding of board of director in 2017 was reported as following.
The company set up an Investor Relations Department to handle information and communication with shareholders. Investors and securities analysts could reach the company via the following contact details:
Telephone: 0 2559 2901-9
Correspondence: Investor Relations
In addition, investors could also study the company’s information on the website: www.spvi.co.th.
Chapter 5: Responsibilities of the Board of Directors
The company had appointed Nomination and Remuneration Committee to nominate the company’s directors, it was confident that the current Board of Directors comprised highly qualified individuals with knowledge, capabilities, skill sets and experience. They were well recognized and had a good understanding of the roles and responsibilities of the Board of Directors.
- Structure of the Board of Directors
1.1 Currently, the company’s Board of Directors consisted of 8 members comprising:
(a) 2 Executive Directors
(b) 6 Non-Executive Directors, including among others, the Chairman. Of all the Non-Executive directors, there were 3 Independent Directors (The number of Independent Directors was more than one-third of the total number of directors.)
In addition, the Board of Directors also appointed the following committees to assist in overseeing the overall operations of the company.
1.1 The Executive Committee: responsible for determining business operation directions and strategies to be in accordance with the objectives set by the Board of Directors and to facilitate the management and operation of the company.
1.2 The Audit Committee: responsible for specific duties and proposing issues to the Board of Directors for consideration and acknowledgement. The Audit Committee had the rights and duties as set out in the Scope of Responsibilities of the Audit Committee. At least one of the members of the Audit Committee must be knowledgeable and experienced enough to review the reliability of the company’s financial statements.
1.3 Risk Management Committee shall assistant to the Board of Director in considering variety risk factors such as operational risk, financial risk, marketing risk in order to ensure the capability to manage the risk to be in acceptable level and suit to the changing environment.
1.4 Nomination and Remuneration Committee perform the duty to recruit and determine remuneration for directors and top executives in order to ensure the appropriate nomination and remuneration procedure to the Board of Director.
The Board of Directors had established a policy that a person might not hold the position as the Chairman and the Managing Director at the same time. This was to clearly segregate duties and responsibilities between policy setting & supervision duties and daily operation management duties. The Board of Directors would be responsible for setting policies and supervising the performance of the management. Meanwhile, the management would be responsible for managing the company’s day-to-day business operations to be in line with approved policies.
- Roles, Duties and Responsibilities of the Board of Directors
The company stipulated that the Board of Directors complied with “the Code of Best Practices” for directors of listed companies under the guidelines of SET. The Board must understand and be aware of their roles and responsibilities as well as carry out their assignments in accordance with relevant laws, the company’s objectives and Articles of Association. They should direct the company in accordance with resolutions of the shareholders’ meeting with honesty, integrity, while seriously taking into consideration the interests of the company and shareholders. The Board of Directors would act as the policymaker who determined business targets, operating plans and budgets of the company as well as supervise the management team to operate the business according to specified policies, plans and budgets. It should also ensure that the plan be effectively and efficiently executed for the best benefits of the company and shareholders.
3. Board of Directors’ Meetings
The company had set a policy that the Board of Directors would hold a meeting at least once every 3 months and had been scheduled in advance throughout the year. In addition, a special meeting could be called if it was deemed necessary. Agendas would be clearly defined, and the meeting documents would be sent 7 days in advance to allow sufficient time for the directors to review prior to the meeting. Each meeting would be recorded, and minutes of meeting would be prepared in writing. All approved documents must be properly stored for future reference and inspection.
In 2017, there were 5 meeting arranged. The meeting were scheduled in advance throughout the year in order to ensure the attendance of all directors. The board’s members who attended the meeting are as shown in “Management Structure”.
4. Non-Executive Director Meeting
The Board of Director had determined to arrange non-executive Director meeting at least 1 time in order to encourage non-executive directors to exchange opinion and consider variety of issue both the company’s business and public interests. In 2017, the company has arranged non-executive Director meeting to determine the performance of the Board of Director and other issues.
- Remuneration of Directors and Management Team
The company had a policy to provide reasonable remuneration for the company’s directors and management team, which should be sufficient to attract and retain the directors and the management team. The remuneration would be justified with their responsibilities and competitive with other companies’ remuneration within the same industry. Factors to be considered include experience, duties, roles and responsibilities of the directors. Moreover, the remuneration of the directors must be approved by the general meeting of shareholders. Meanwhile, remuneration of the management team must comply with the principles and policies set by the Board of Directors, which was also based on obligations, responsibilities and performance of each executive as well as the operating results of the company.
- The Orientation of new director
The Board of Director provided an orientation program for new directors to gain a thorough understanding of the Company’s business and managements in order to prepare the directors to perform their duties.
- Development of Directors and Management Team
The Board of Directors had set a policy to promote and support training and education for corporate governance to related parties, including directors, Audit Committee, management team and corporate secretary. This was to encourage and continuously enhance their efficiency and effectiveness.
In 2017, there were 2 directors who attended training courses to enhance their knowledge. Details as following;
- Self-assessment of Board of Directors
The Board of Directors has set a self-assessment of Board of Directors, individual director, and sub-committee in order to evaluate performance, as well as to review and evaluate the comments toward any issues related to company’s operations and performance of Board of Directors. This process will improve corporate governance
- The Board of Director’s Self-assessment
The Board of Directors has set 2017 performance review for which covered following issues:
- Structure of the Board of Directors
- Corporate strategies and business direction
- Responsibilities of the Board of Directors
- Corporate Governance
- Relationship between the Board of Directors and Management
The 2017 performance appraisal of the entire Board of Director was evaluated “excellent” with 93.33 percent to these 5 issues
- Self-assessment for individual director
The Board of Director has set the performance evaluation of the year 2017 for individual director. The assessment covered following issues;
- The structure and qualifications of the Board of Director
- The meeting of Directors
- The role, responsibility and authority of the Board of Director
The 2017 performance appraisal of individual director was evaluated “excellent” with 95.83 percent to these 3 issues
- Self-assessment for sub-committees
The Board of Director has set the performance evaluation of the year 2017 for each sub-committee. The assessment covered following issues;
- The structure and qualification of the Board of Director
- The meeting of Directors
- The role, responsibility and authority of the Board of Director
The 2017 performance appraisal of each sub-committee was evaluated “excellent” as following;
- Assessment procedure
At the end of year, the company’s secretary shall provide assessment form to all directors for self-assessment. The form will be collected and report to the Board of Director in order to acknowledge and discuss for further improvement.
- Performance assessment of Managing Director
Nomination and Remuneration Committee set a performance review of Managing Directors, by using assessment form consented by the Board of Director, in order to determine remuneration. The assessment covered following issues:
- Leadership skill
- Strategic and implementation plan
- Financial planning and performance
- Relationship to Directors
- Management skill and relationship to personnel
- The succession
- Product and service knowledge
The 2017 performance appraisal of Managing Director was evaluated “good” with 91.67 percent to these 7 issues.
Controls on the Use of Inside Information
Directors, management and employees were not allowed to disclose or take advantage of confidential and/or internal information of the company for the benefits of themselves or any other person, whether directly or indirectly.
Directors, management and employees of the company as well as their spouses and dependent children were prohibited from using internal information of the company. Internal information was defined as information that had or might have an impact on the price of the company’s securities and which had not been disclosed to the public. Directors, management and employees of the company were restricted to use the internal information to buy, sell, offer for sale, or persuade others to buy, sell or offer for sale the company’s securities, whether directly or indirectly before the information was revealed to the public. They were also prohibited to do so for their own or others’ benefits, or to knowingly allow others to do so for their benefits. Those who violate such rules would be punished according to disciplinary guidelines specified by the company.
The company had taken measures to ensure that its executives understand and acknowledge their obligations to report the holding of the company’s securities by themselves, their spouses and dependent children. This includes the report of any change in the holding of such securities to the SEC according to Section 59 of Securities and Exchange Act B.E. 2535.
The company notified its directors, management and employees as well as their spouses and dependent children to refrain from making any transaction on the company’s securities, 1 month prior to the public disclosure of the company’s financial statements.
The company had duly notified its directors, management team and employees of the above-mentioned requirements.
The Appointment and Compensation of Auditor
The Audit Committee considered the qualifications and performances of auditors and proposed the Board of Directors to appoint company’s auditors every year. As well as, considered the compensation of auditors and propose in shareholders’ meeting for approval.
The compensation of auditors in 2017 was consist of:
- Audit fee
In 2017, the company has paid audit fee of 1,100,000 baht to company’s auditor, Mr. Wichart Lokatekrawee who possessed audit license no. 4451 of EY Company Limited
- Non-audit service
In 2017, there was no extra service fee paid to audit firm that the auditor is affiliated with and person or related parties to the auditor or audit firm that the auditor is affiliated with.