The Company has set up the policy in relation to supervision of the business for transparency in the operation of the Company at all levels including operating staff, executives and directors of the Company, which forms the important basis for improving operating efficiency and effectiveness of the Company for the long-term benefit of all stakeholders. The Company has implemented policy and practices for good corporate governance and business ethics as follows:
Part 1: Right of Shareholders
The Company has recognized the importance of the shareholders' right. The Company's practices on right of shareholders which are in line with the good corporate governance are as follows:
- Propose the agenda of directors' nomination and remuneration, and auditors' nomination and remuneration, dividend payment and key decision of business matters (if any) for shareholders' approval in the annual general meeting (AGM) on yearly basis;
- Present important information for shareholders in many communication channels, e.g., during the meeting, notification through SET system and corporate website – www.dsgap.com;
- Not to lessen the shareholders' right by not distributing significant information immediately on the meeting day, or not put additional agenda during the meeting and allow the latecomer shareholders to attend the meeting for voting to the existing agenda;
- Apply the barcode system to support registration process and counting vote which is more efficient to the shareholders in attending the meeting;
- Record the minutes of the meetings correctly for the shareholders to inspect and then publish within 14 days after AGM date via corporate website;
- Facilitate a translation in case that the shareholders' meeting is conducted in foreign language to ensure that the shareholders can completely understand the message of the meeting and can ask the questions or express the opinions;
- Provide the stamp duty to the shareholders who attend the meeting in case of proxy;
- Select the meeting venue which the shareholders can access easily by the public transportation.
Part 2: Equitable Treatment of Shareholders
The Company has treated every shareholder equally by having practices which are in line with the good corporate governance as follows:
- Deliver a meeting invitation letter together with supporting information relevant to meeting agenda to the shareholders at least 14 days prior to the meeting date. The Company has appointed Thailand Security Depository Company Limited (TSD) as the company registrar to distribute the invitation letter and other documents to shareholders. In 2015, the Company delivered the meeting invitation letter to the shareholders on April 10, 2015 and made an announcement through the newspaper for 3 consecutive days in order to inform the shareholders in advance;
- Sent the proxy form together with the invitation letter and listed the required documents for the meeting in order to facilitate the shareholders who cannot attend AGM. Moreover, the Company has authorized Independent Director/Member of Audit Committee, Mr. Sukporn Chatchavalapong as a proxy on behalf of the shareholders in the event that the shareholders cannot attend the meeting;
- Post these AGM documents in Investor Relation via corporate website to ensure that the shareholders have equally accessed the company's information in many channels. The Company posted the meeting invitation letter on the Company website on April 10, 2015;
- Set the venue and the appropriate time that is convenient for every shareholder to attend the meeting. In 2015, the Company held the Annual General Meeting of Shareholders No.1/2015 on April 27, 2015 at 10.00 am at Crowne Plaza Bangkok Lumpini Park Hotel. The venue was convenient for travelling by public transportation, e.g., public buses, BTS Sky Trains and MRT (Bangkok Metro);
- Inform the resolution of the meeting after the meeting has been completed and submit and publish the minutes of the meeting on the company website within 14 days after the meeting. In 2015, the Company informed the resolution of the meeting on April 27, 2015 via SET website and published the minutes of the meeting on the corporate website on May 11, 2015;
- Record the meeting in video format and post on the corporate website;
- Set the protection policy in order to prevent the use of internal information by directors and management for their personal use. The Company has applied the confidentiality to all directors, management and employees from not using the Company's information for the sake of their own. This unauthorized use includes the buying/selling of the Company's securities by directors, executives and employees who can receive the inside information. Efforts should be made to avoid trading the Company's shares for at least a 1-month period before public disclosure of the financial statement. The announcement was noticed in advance via the Company's intranet, email and corporate website. The detail can be found under the Use of Internal Information section.
Part 3: Role of Stakeholders
The Company has placed high importance on the right of stakeholders including executives, employees, customers, suppliers, competitors, creditors, state sectors and other related organizations. The Company complies with the relevant rules and regulations to ensure that the rights of these interested groups are properly attended to.
The Company recognizes the employees as a key driver to its long-term sustainable growth ; therefore, promotes the people development for our employees. The Company always treats the employees equally and fairly by providing suitable remuneration, proper welfares i.e. provident fund, group health insurance, safety policies, labor relation activities, and etc, according to performance evaluation, company performance and benchmarking with other same industries. In addition, the Company encourages the adequate training of employees either through public or in-house trainings to increase their skills and competencies.
The Company commits to deliver the best results to maximize the customers and consumers' satisfaction by providing the high quality products at the lowest possible manufactured cost to serve the customers' needs. The Company provides the understandable information on relevant aspects of products or services and offers various communication channels to the customers and consumers regarding advices. Also, the Company enforces the employees to protect the customers' confidential information for not being used for their own benefits.
The Company conducts its business with ethics and consistently engages with fair competition and transparency, not to seek information on competitors through improperly dishonest means.
The Company's code of conducts have defined the practices in sourcing and selection process under a framework of good competitive roles. The purchase of goods and services from trading partners has proceeded according to agreed terms as well as compliance with the contracts made with trading partners. In case that there is any issues causing non-compliance, the Company shall inform the trading partners to coordinately seek the best solutions.
The Company treats the creditors responsibly for financial obligation and guarantee condition as stipulated in the contract. The Company does not engage in dishonest practices. In case that the Company cannot fulfil one or more of its obligations, the notification will be sent to the creditors in advance to coordinately seek the best solutions.
- State Sectors and Other Related Organizations:
The Company applies a good corporate governance and compliance to the local law and other regulations including international standards. The Company treats the related parties fairly in consideration of community's involvement, efficient resource management and sustainability.
Part 4: Disclosure and Transparency
The Company discloses material information including financial reports and other information that are clear, concise, easy to understand, complete and adequate, reliable and timely in the Annual Registration Statement (Form 56-1), Annual Report, corporate website and announcement through SET system. All disclosures of official information were written in both Thai and English. These are to ensure that all shareholders can access to the Company's information equally. The Company's practices on the Disclosure and Transparency which are in line with the good corporate governance as follows:
- Disclose a clear information of shareholding structure;
- Disclose the shareholding information of directors and management;
- Disclose the information on related transactions, names and relationships, transaction values including the board's opinion on the transactions;
- Quality of financial reports, the Company appointed Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., who has been certified by the Securities and Exchange Commission, as an independent auditor. The company's latest financial report was certified with unqualified opinion from the auditor;
- Establish the Investor Relations Department to be a channel to disclose the information to the shareholders, analysts and general investors. The Investor Relations Department can be reached at 02-651-8061 ext. 111 or email@example.com; and
- Provide the shareholders and investors access to the company's information, through various channels such as annual report, corporate website, analyst meetings and roadshows. In 2015, the Company has conducted various communication through emails, phone calls, company visits, oversea conference calls, Opportunity Day (in March and September).
Part 5: Responsibilities of the Board
The Company has set up the guideline for the Board of Directors' roles and responsibilities as follows:
5.1 Board Structure
- The Company's Board of Directors comprises of 8 people (as at December 31, 2015)
- 5 directors are executive directors
- 3 directors are Independent Directors and Member of the Audit Committee
- One-third of the Company's directors are independent directors. Should that any director has any interest in any matters, he or she will not have the right to vote on the said matters.
- The Company separates the position of Chairman of the Board of Directors and Chief Executive Officer (CEO) into 2 positions to be held by different persons in order to segregate the duty of setting up policy and business supervision from routine management. Duty and authority of the Board of Directors, Executive Board and Audit Committee are clearly separated as detailed in Management Structure section.
- The Company has an established term of office for directors in the Articles of Association that at each Annual General Meeting of Shareholders, one-third of the directors or if their number is not a multiple three, the number nearest to one-third must retire from office. Therefore, the term of each director is set at 3 years.
The Company's Board of Directors appoints a sub-committee to assist on the supervision of the business as follows:
- The Audit Committee consists of 3 independent directors with a 3-year tenure. Details of the authority and duty of the Audit Committee are provided in Management Structure section.
- The person to be appointed as a member of Audit Committee must be an independent director. The Company has defined the meaning of Independent Directors as per the criteria set by the Capital Market Supervisory Board Tor.Chor.14/2551 which is provided in Management Structure section.
- The Company does not have a Remuneration Determination sub-committee. However, the wage and salary structure has been carefully considered by the Executive Committee by having an appropriate process and benchmarking with the referenced industry of similar size, including taking into consideration the Company's financial performance.
5.3 Roles and Responsibilities
- The Company's Board of Directors comprises of persons knowledgeable in, capable of and experienced in the operation of the business. The Board of Directors shall have the responsibility to set out the policy, vision, strategy, objective, mission, business plan and budget of the Company. In addition, the Board of Directors shall be responsible for the supervision of the administration and management of the operation in accordance with the established policy efficiently and effectively within the framework of the law, objectives, Articles of Association of the Company and the resolutions of the shareholders' meeting responsibly, honestly and carefully in compliance with the good corporate governance principle. This is to maximize shareholders' value.
- The Company places great importance on the internal control system, internal audit and risk management including check and balance system to ensure that the operation of the Company is carried out in accordance with the laws. There is also a good control system to ensure maximum efficiency and effective internal control system for the Company.
- The Board of Directors considers, defines and separates clear and distinctive roles and responsibilities within itself, the Executive Committee, the Audit Committee and the Chief Executive Officer.
- The Board of Directors has appointed Ms. Siritorn Manopjuntaroj as the Company Secretary to be responsible for and to undertake the tasks of the Company Secretary in order to comply with Section 89/15 of the Securities and Exchange B.E. 2535 (including its amendments).
- The Company has established a report of the Board of Directors Responsibilities for Financial Statements presented together with the Financial Statement in the Annual Report.
5.4 Board Meeting
- The Company delivers the notice of Board of Directors' meeting together with supporting documents to directors for consideration before the meeting date at least 7 days in advance. This is in accordance with the minimum timeframe required by law. At least one Board of Directors' meeting is held in each quarter with additional meeting to be called if required.
- In 2015, there were totally 5 Board of Directors meetings and 1 Annual General Shareholders' Meeting (AGM). Minutes of the meetings are accurately and completely recorded in writing by Company Secretary. Minutes of the meetings, certified by the Board of Directors, will be retained for further examination by the Board of Directors and other related parties.
- The Company has set up the meeting of the Audit Committee and the external auditor without the presence of executive directors and management in order to enhance good corporate governance and transparency to the Company financial statement. The meeting is set quarterly prior to the approval of quarterly financial statements.
- In 2015, The meeting attendance was recorded as follows:
|List of Name||Position||Meeting Attendance (times/total)|
|Board of Directors||Audit Committee||AGM|
|1. Mr. Brandon Shui Ling Wang||Chairman of the Board||0/5||N.A.||0/1|
|2. Mr. Ambrose Kam Shing Chan||Executive Director and Chief Executive Officer||5/5||N.A.||1/1|
|3. Mr. Yeoh Aik Cheong||Executive Director and Chief Financial Officer||5/5||N.A.||1/1|
|4. Ms. Justine Man San Wang||Executive Director and Chief Operating Officer||5/5||N.A.||0/1|
|5. Ms. Chachanee Anantwatanapong||Executive Director and General Manager||5/5||N.A.||1/1|
|6. Mr. Dicky Peter Yip||Independent Director and Chairman of the Audit Committee||5/5||4/4||1/1|
|7. Mr. Sukporn Chatchavalapong||Independent Director and Member of the Audit Committee||5/5||4/4||1/1|
|8. Mr. Chwan-Der Alex King||Independent Director and Member of the Audit Committee||5/5||4/4||1/1|