Corporate Governance
The Board of Directors realizes the importance of good corporate governance with corporate transparency and equitable treatment to all concerned parties. The Board believed that good corporate governance policy is an important factor in business operating. Therefore, the Board has established a Good Corporate Governance Policy which covering the content of the Rights of Shareholders, the Equitable Treatment of Shareholders, the Companys Conduct Towards Relevant Stakeholders, Disclosure and Transparency and Responsibilities of the Board of Directors.
The Board has already reviewed and improved the Companys Good Corporate Governance Policy, latest on August 6, 2024, for its appropriate to the business circumstance and compliance with the principles of Good Corporate Governance for Listed Company 2012, established by the Stock Exchange of Thailand as well as CG Code of the Securities and Exchange Commission and the Stock Exchange, The Company disclosed the content of Good Corporate Governance Policy in its website: https://www.spvi.co.th/corporategovernance-report
In 2024, the company conformed to the Good Corporate Governance Policy, which can be summarized as follows:
Before the Meeting
On the day of the Meeting
After the Meeting
The Company has established measures to prevent conflicts of interest that may arise from transactions between the Company and persons who may have conflicts.
The company respected the rights of relevant stakeholders and treated them fairly as follows:
Furthermore, the company held the anti-frauds and corruptions policy and prohibits any kind of bribery for the business interest of the company. The company assigned the risk assessment and guideline for corporate good governance in order to prevent and monitor the 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
Channel to report the offense
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 companys 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 companys website: www.spvi.co.th./investor-relations/
The Board of Directors was responsible to review and ensure the reliability, completeness and rationality of the companys financial statements. The companys 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 One Report). 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 2024 was reported as following.
Securities holding information of the directors and management in the past fiscal year / 15.1
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
Email: ir@spvi.co.th
Correspondence: Investor Relations In addition, investors could also study the companys information on the website: www.spvi.co.th.
In 2024, The Company has attended in Opportunity Days organized by the Stock Exchange of Thailand for 4 times in order to provide information about business and operation of the company to analysts, investors, and the media. From the attendance in February 21, May 16, August 16 and November 19, the company got good feedback from the investors, shareholders and other participants.
The company has appointed Nomination and Remuneration Committee to nominate the companys 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.
1. Structure of the Board of Directors
Currently, the companys 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 director
In addition, the Board of Directors also appointed the following committees to assist in overseeing the overall operations of the company.
2. 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 companys 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 2024, there were 5 meeting arranged. The meetings were scheduled in advance throughout the year in order to ensure the attendance of all directors. The boards 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 meeting at least 1 time in order to encourage non-executive directors to exchange opinion and consider variety of issue both the companys business and public interests. In 2024, the company has arranged non-executive meeting to determine the performance of the Board of Director, the compliance of Corporate Good Governance (CG Code) for the 2017 Listed Company, and other issues.
5. Remuneration of Directors and Management Team
The company had a policy to provide reasonable remuneration for the companys 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.
6. The Orientation of new director
The Board of Director provided an orientation program for new directors to gain a thorough understanding of the Companys business and managements in order to prepare the directors to perform their duties.
7. 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 2024, there were 8 directors who attended training courses to enhance their knowledge. Details of training course are as following;
- Broadening Boards Perspective on Risk and Compliance
- ESG: Understanding & Crisis Management
8. 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 companys operations and performance of Board of Directors. This process will improve corporate governance
Compositions and Appointment of Independent Director
The Board of Directors shall collectively consider the qualifications of a candidate to be filled in a position of Independent Director basing on the qualifications and prohibited attributes prescribed in the Public Limited Companies Act, Securities and Stock Exchange Laws, Notifications of the SEC and/or other related rules and regulations. In addition, the Board of Directors shall determine candidates with qualified work experience and suitable skills for the position of Independent Director and then propose these candidates to a shareholders meeting for their consideration and appointment. The company has a policy that at least a third of the Board of Directors (consisting of at least three people) must be Independent Directors.
Qualifications of Independent Directors
The positions of the Chairman and the members of the Audit Committee shall remain valid until the end of their respective responsibility as Directors of the company.
Upon completing their term, the Chairman and the members of the Audit Committee can be reelected to the Audit Committee by shareholders.
Controls on the Use of Inside Information
About SPVi
Business
Investor Relations