Corporate Governance Report

 

Before the Meeting

1. The company invited minority shareholders to propose agenda and nominate a person to be a director during 1-31 December 2023. 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.
   
   
2. 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/ for 30 days in advance and also documents delivery 21 days in advance so that shareholders would have enough time to study the information beforehand.
    

• 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 2 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 shareholders behalf.
• Articles of Association in connection with shareholder meeting.
• Map of the location of the meeting for travelling by car or public transportation.

 
On the day of the Meeting

1. The company organized the Annual General Meeting of Shareholders on April 4, 2024 at the Conference Room, 31th Floor, MS Siam Tower, Rama III Road, Chongnonsi, Yannawa, Bangkok. That conference room was considered as in 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.
2. 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 companys 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.
3. 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.
4. 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.
5. The shareholder meeting proceeded according to the specified agendas. The meeting would not consider additional agenda(s) not specified in the invitation notice.
6. 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

1. The company disclosed resolutions from the shareholder meeting with the outcome of votes count within the same day through media channels of SET.
2. The Companys Secretary prepared minutes of the meeting and submitted to SET within 14 days as specified by the laws and disclosed on the companys website within 14 days after the meeting date.
   
   

• 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 2 independent directors. A shareholder might appoint one of them as a proxy to attend and vote on the shareholders behalf.

• Notify the Directors, Executives, and employees for the regulations and policies of wrongful use of inside information to ensure the acknowledgement and follow of those regulations and policies
• Prohibit trading the securities of the Company for 30 days before the public disclosure of financial statement. The Companys Secretary will notify the Directors and Executives for the silent period in advance
• Define the person whose position or function was allowed more chance to know or possess the insider information than general employees as a group of people with random risk who cannot perform trading or transferring the Companys securities for 30 days before the public disclosure of quarterly and annual financial statements (Black out period). In addition, the reporting of holding and change of securities of their own, spouse, and minor child to the Companys Secretary within 3 business days from the date of such change.

 

     The Company has established measures to prevent conflicts of interest that may arise from transactions between the Company and persons who may have conflicts.

• Directors and executives are required to report to the company on any conflicts of interest involving themselves or related parties, particularly those associated with the management of the company or its subsidiaries
• Directors and executives who have conflicts of interests on a transaction shall abstain from considering and casting their vote to approve such transaction.
• Directors and executives notify the Company of any changes in their conflicts of interests. The Company secretary report the changes to the Board of Directors at each quarterly meeting for acknowledgment.
• Connected transactions that occurred in the year 2024 were all transparent and were carried out in a fair manner in accordance with ordinary courses of business.
  
  

The company respected the rights of relevant stakeholders and treated them fairly as follows:

• Employees: The Company adheres to the practice guidelines for treating employees fairly, both in terms of reward opportunities, appointments, transfers, as well as potential development, respect to individuality and human dignity, not involve in human rights violations, maintain a safe working environment for the lives and assets of employees.
• Partners and Creditors: The Company adhered to good business practice and strictly complied with commercial terms and/or agreements with business partners and creditors including on-time settlement, mortgage securities quality assurance, and other agreement with creditors. In case of non-compliance with the agreements, the Company will promptly notify the creditors to consider mutual solutions in reasonable practices.
• 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.
       

• 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 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

1. The company will keep the information of corruptions, whistle-blowers, petitioners, and suspects as confidential.
2. The company will disclose the information as necessary by concern on safety of the source of information and relevant persons.
3. The company will appropriately and fairly mitigates the loss of injured person.
4. 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

1. Report to the company secretary at
   S P V I Public Company Limited
   No.2 Premier Place 3rd floor, Soi Premier 2, Srinakarin Rd, Nong Bon, Prawet, Bangkok 10250 or email to companysecretary@spvi.co.th
2. Report to internal audit department at
   Miss Yupa Benjawikrai
   S P V I Public Company Limited
   No.2 Premier Place 3rd floor, Soi Premier 2, Srinakarin Rd, Nong Bon, Prawet, Bangkok 10250 or email to yupa@spvi.co.th
    

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.

• 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.
• 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 companys financial statements.
• 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.
• 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.

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

• The Board of Directors Self-assessment
  
        The Board of Directors has set 2024 performance review for which covered following issues:
  
  1. Structure of the Board of Directors
  2. Corporate strategies and business direction
  3. Responsibilities of the Board of Directors
  4. Corporate Governance
  5. Relationship between the Board of Directors and Management
  
  The 2024 performance appraisal of the entire Board of Director was evaluated excellent with 99.69 percent to these 5 issues
  
  
  
• Self-assessment for individual director
  
  The Board of Director has set the performance evaluation of the year 2024 for individual director. The assessment covered following issues;
  

1. The structure and qualifications of the Board of Director
2. The meeting of Directors
3. The role, responsibility and authority of the Board of Director
   
   The 2024 performance appraisal of individual director was evaluated excellent with 100 percent to these 3 issues
   

• Self-assessment for sub-committees
  
  The Board of Director has set the performance evaluation of the year 2024 for each sub-committee. The assessment covered following issues;
  
  1. The structure and qualification of the Board of Director
  2. The meeting of Directors
  3. The role, responsibility and authority of the Board of Director
  
  The 2024 performance appraisal of each sub-committee was evaluated excellent as following;
  

• Assessment procedure
  
      At the end of year, the companys 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:
  

1. Leadership skill
2. Strategic and implementation plan
3. Financial planning and performance
4. Relationship to Directors
5. Management skill and relationship to personnel
6. The succession
7. Product and service knowledge

• Selection and Appointment of New Director
  
  Nomination and Remuneration Committee will prepare a Board Skill Matrix to consider and define the deficient skills of the directions as well as the diversity of occupied skills, experience, knowledge, independence, age and gender.
  
  Nomination and Remuneration Committee will consider the most qualified nominee from various sources as follows:
  
  Board of Directors recommendations
  Shareholders representing not less than 1 percentage of the total share with voting right of the company
  Database of Directors from Thai Institute of Directors
  
  Nomination and Remuneration Committee shall perform a preliminary evaluation of individual candidates and select a number of candidates for interview.
  
  Nomination and Remuneration Committee proposes the most appropriate nominee to the Board of Directors in order to propose at shareholders meeting for their consent. In case the position is vacant for reasons other than retirement by rotation, the Board of Directors is authorized to appoint that nominee to the position.
  
  
• Re-appointment of Directors
  
  To consider the existing directors to maintain their position, the Nomination and Remuneration Committee shall determine a variety of criteria such as performance, number of attendances in the meeting, the participation in the meeting and participation in various activities of the Board of Directors.
  
  Composition and Appointment of the Directors
  
  The composition, selection, appointment, dismissal, and withdrawal of the companys Directors are prescribed in the companys Articles of Association and can be summarized as follows:

1. The Board of Directors of the company will include at least 5 members. No fewer than half of the directors must reside in Thailand, and all members must possess qualifications prescribed by the law.
   
2. Shareholders meetings shall elect Directors according to the following rules and procedures:
   
   Each shareholder shall be entitled to one vote per one share.
   
   Each shareholder may cast his/her vote for one or more candidates for the Board membership but may not differentiate his/her voting rights among the candidates.
   
   Nominees with the largest number of votes shall be elected to fill the available positions Board in respective order. In the event that a number of nominees receive an equal vote, resulting in the number of Directors being more than is required at such time, the Chairman of the meeting shall cast the deciding vote.
   
   
3. At each annual general shareholders meeting, one-third of the directors shall vacate their positions. If the number of directors cannot be divided equally into thirds, the number closest thereto will be applicable. In the first and second years following the registration of the company, the directors shall conduct a random draw to decide which members are to vacate their positions. In subsequent years, directors who have been in their positions longest shall vacate their posts. Directors, whose term in office has thus ended, may be reelected as directors by shareholders.
   
4. Any director, who wishes to resign from office, shall submit a letter of resignation to the company. The resignation shall be effective on the date on which the company receives the letter.
   
   
5. Directors, who wish to resign as above, may notify the Registrar of his resignation. In the event that directors position becomes vacant for any reason other than the end of the office term, the Board of Directors shall, during the next board meeting, appoint a person to be a new director, with all the necessary qualifications according to the Public Limited Companies Act and / or Securities and Stock Exchange Laws. This is not applicable if the remaining office term is less than 2 months.
   
   
6. The appointed person shall remain a director only for the remaining term of the person whom they are replacing. This resolution must be approved by at least three-fourths of the number of remaining directors.
   
   
7. A shareholders meeting may also remove a director from office before the end of the term. Only if such a resolution is made with at least three-fourths of eligible votes from shareholders who attend the meeting. Such voters must hold at least one-half of the total number of all shares owned by all eligible shareholders that attend that particular meeting.

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

1. Not hold shares exceeding one-half (0.5) percent of the total number of voting shares of the company including the shares held by related persons of the independent director.
2. Not be or not have been a member of Management Committee, employee, officers, consultant who receives a salary, or the authorized person of the company unless they are clear from the foregoing status not less than two (2) years before being appointed as Director.
3. Not be a person related by blood or registration under law with management, major shareholders, authorized person, or a person to be nominated as executives or authorized person of the company. Neither being parents, spouse, sibling, child nor spouses of children.
4. Not be or have had a business relationship with the company or its conflict of interest companies in the manner that inhibits their independent judgment unless they are clear from the foregoing status not less than two (2) years before being appointed as Director.
5. Not be or have been an auditor of the company, its conflict of interest companies, major shareholder, non-independent director, executive or partner of an audit firm which employs auditors of the company or corporate that may have conflict of interest unless they are clear from the foregoing status not less than two (2) years before being appointed as Director.
6. Not be or have been any kind of professional advisor including a legal or financial advisor who receives an annual service fee exceeding two (2) million baht from the company or its conflict of interest companies, including major shareholder, non-independent directors, executives or partner of the professional advisor unless they are clear from the foregoing status not less than two (2) years before being appointed as Director.
7. Not be a director who has been appointed to be a representative of the Board of Directors, major shareholder or shareholder related to major shareholder of the company.
8. Not be in other characteristics which will inhibit the independent opinion toward the operation of the company. 

1. A member of the Audit Committee shall not be a Director appointed by the Board to make decisions on any business operations of the company, the companys subsidiaries, any joint ventures, its subsidiaries, affiliates or entities that may lead to a conflict of interest.
   
   
2. A member of the Audit Committee shall not be a Director of a mother company, a subsidiary, or an affiliate of the same level that is a listed company.
   
   
3. A member of the Audit Committee should possess sufficient knowledge and experience to carry out the responsibilities that are required by the Audit Committee. There must be at least member in the Audit Committee with enough knowledgeable and experience to review the reliability of financial statements.

     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

• 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 companys 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 companys 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 companys 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 companys securities, 1 month prior to the public disclosure of the companys financial statements.
• The company had duly notified its directors, management team and employees of the abovementioned requirements.

1. Audit Fee
   In 2024, the company has paid audit fee of 1,395,000 baht to EY Company Limited
2. Non-audit Service
   In 2024, the company has paid the fee of 25,000 baht to EY Company Limited for observation in product write-off process