contact information
Ms.Kanitta Ariya
Senior Corporate
Administrative Officer
DSG International (Thailand) PLC
Tel 66 (0) 2651-8061 #100
Fax 66 (0) 2651-8068
e-mail: kanitta@dsgt.co.th
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Corporate Governance
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, i.e., operating members of the staff, executives and the directors of the Company, which forms the important basis for improving operating efficiency and effectiveness of the Company for long-term benefit of the shareholders, customers, investors and the general public, The Company therefore complies with the 15 clauses of the principles of good business governance according to the guideline of the Stock Exchange of Thailand.
1. Corporate Governance Policy
The company’s Board of Directors places great importance on the good corporate governance based on international standard and consistency with the policy of the Stock Exchange of Thailand by establishing the Audit Committee to assist with the supervision on various matters to support the corporate culture and ethics of good corporate governance.
2. Shareholder's Rights
The company has the policy of treating every shareholder equally. The shareholders can freely exercise the right to vote in electing the Company’s Board of Directors, in relation to adoption of resolutions, expression of opinion and posing of any questions in the meeting according to the agenda and proceeding of the meeting and the proposed matters. Every shareholder has the right and the equality of being informed of correct, update, open and complete information and the shareholders will be able to inspect various information.
3. Rights of all Stakeholders
The Company has placed an importance on the right of groups with various interests, whether they are internal groups with interest, namely, executives and members of the staff of the Company or the external groups with interests such as relevant competitors, creditors, State sector and other organizations. For this purpose, the Company will comply with the provisions of the laws and various relevant rules and regulations to ensure that the rights of these groups with interest are properly attended to in the past operation, the Company had treated members of the staff equally and fairly by providing suitable remuneration. The purchase of goods and services from trading partners has proceeded according to agreed terms as well as the compliance with the contracts made with trading partners. The Company has paid attention to and been accountable to the customers, to keep the secrets of the customers confidential. In addition, the Company’s corporate ethics has defined the code of practice under framework of good competitive rules, not to seek bad competition nor information, which is the secrets of the competitors by dishonest and improper means.
4. Shareholders' Meeting
The Company has the policy to treat the shareholders equally and to whom the Company has delivered the notice of the shareholders meeting together with the information supporting various agenda of the meeting for advance information to the shareholders. In addition, the shareholders will be able to make enquiries, express of opinion and various recommendations. The minutes of the meetings will be correctly and completely recorded to enable the shareholders to inspect. After its conversion to a public company limited and listed in the Stock Exchange of Thailand, the Company has intended to send to the shareholders a notice of the meeting together with support documents at least 7 days in advance in agreement with the minimum timeframe required by law and has the policy to provide more options to the shareholders. For this purpose, the Audit Committee is appointed as a proxy of the shareholders in the event that the shareholder will not be able to attend the meeting.
For the shareholders’ mutual understanding, there will be a Thai translator in case that the shareholders’ meeting is conducted by a foreigner.
5. Leadership and Vision
The Company’s Board of Directors is comprised 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, aim, 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 meeting of the shareholders responsibly, honestly, carefully based on the principles of good corporate governance. This is to add maximum economic value to the business of the Company and maximum security to the shareholders. Furthermore, the Company has placed an importance on the internal control system, internal audit and appropriate management of risk including the cross-examination to ensure that the operation of the Company is carried out in accordance with the law. There is a good control system to ensure maximum efficient and effective internal control system for the Company. In addition, the Board of Directors is the one who considers, defines and separates clear and distinctive roles and responsibilities among the Company’s Board of Directors and the Executive Committee, the Audit Committee and the Cny’s Board of Directors and Executive Committee have considered the elimination
7. Business Ethics
The Company adheres to doing the right thing as its operating guidelines. Every director, executive and every employee and the Company has a joint mission to perform his/her respective duty honestly within the framework of the law.
And under the scope of its own responsibility including exercising a judicious decision to enter into trading and in the treatment of other persons; to refrain from doing any act that will cause risk of damage to the Company and the public collectively even though it is seemingly that such act would be favorable to the business of the Company. In addition, the Company also sets forth the regulations governing work performance for compliance by all personnel as guidelines for the performance of duty with honesty. The said regulations also provide for penalty clause in case of violation of the regulations.
8. Equal balance ofthe Board of Directors
The Company’s Board of Directors is comprised of 7 persons:
- 3 directors are foreigners, one of whom are based in DSGT as the production and logistics manager
- 1 director is a Thai national and working as the Director General Affairs
- 3 directors are independent directors, one of whom is a foreigner.
Remark: Hence, there are 4 foreign directors in the Board
One third of the Company’s directors are independent directors. In any case that a director has interest on the matter, he or she will not have the right to vote on that matter.
Chairman of the Board of Directors, Mr. Tsui Shui Lai, who is the representative of DSGIF (the parent company) has knowledge and expertise in the diaper industry for more than 30 years. There are 2 directors namely Mr. Leung Yeuk Fong, and Mr. Cheung Siu Keung who are representatives of DSGIF and also are directors in the DSGIF’s affiliates, which are in the diaper industry. However, the Company believes that it will not have any competition among the group of DSGIF because DSGIF has set the trade territory for its affiliates. Moreover, the Company has the exclusive right to use the trademark in Thailand, Malaysia, Indonesia, and Singapore.
9. Aggregation or Segregation of Positions
The Company has clearly separated the duty of the Board of Directors, the Executive Directors and the Chief Executive Officer. In addition, the Company has appointed the Audit Committee which is comprised of 3 independent directors to have the duty to oversee the administration and management of the Company. For this purpose, the Company has clearly defined the scope, powers, duty and responsibility of the Executive Committee and the Chief Executive Officer to do away with unlimited powers.
10. Remuneration of Directors and Executives
The Company has set up a clear policy for remunerating directors and executive directors. The consideration of the remuneration for directors shall be within the powers of the shareholders’ meeting to approve. As for the remuneration of the executives, it shall be within the power of the Board of Directors to approve. The consideration for approval of the remuneration for the said directors and executives shall be at the same level as that of the industry, which is adequately high enough to attract and to retain the directors and executives who possess the qualification required by the Company.
In 2008 the Company paid remuneration to directors (External directors) and executives totaling Baht 1.38 million and Baht 8.08 million, respectively in the form of salary and bonus payment.
The Company and its subsidiaries paid cash remuneration to directors and executives totaling Baht 2.39 million and Baht 20.59 million in 2008, respectively.
The Company and its subsidiaries did not pay non-cash remuneration to directors in 2008. The Company paid non-cash remuneration to its executives totaling Baht 3.37 million in the form of fringe benefits such as accommodation expenses, etc.
The Company and its subsidiaries paid non-cash remuneration to executives totaling Baht 4.66 million in 2008.
11. The Meeting of the Company's Board of Directors
The Company has a policy of delivering the notice of the meeting together with supporting documents to directors for consideration before date of meeting at least 7 days in advance. This is in accordance with the minimum timeframe required by law. In 2008, the Board of Directors convened a total of 7 meetings and the minutes of the meetings were properly recorded in writing. The minutes of past meetings of the Board of Directors certified by the Company’s Board of Directors have been properly kept for inspection by the directors or relevant persons.
For every Board of Director’s meeting, the number of directors physically attending the meeting had always been sufficient to constitute a quorum.
12. Sub-committee
The Company’s Board of Directors has appointed the sub-committee to assist with the supervision of the business of the Company as follows:
- The Audit Committee shall be in office for a 3-year term comprising 3 members. Every member is an independent member.
- The Company does not have the Remuneration Determination Sub-committee. However, the Company grants power to the Executive Committee to set out a policy to determine the rate of wage and salary structure. There is a suitable process of considering preliminary remuneration based on the data of the same industrial companies and of nearest size combined including the operating result to support the consideration.
13. Internal Control and Internal Audit System
The Company has determined clearly in writing the mission, duty, power to perform the duty of members of the staff and the executives. There is control system on the utilization of the Company’s assets and there is a clear separation of duty of operators and the controllers. And the evaluation of the performance is clearly separated to maintain balance and mutual audit. The Company has set an internal audit office to have duty to conduct an audit to ensure that the main tasks and important financial activities of the Company have been performed according to the established guidelines and with greater efficiency. Inclusively, there will be audit of the compliance with the law and the requirements relevant to the Company. The Office of Internal Audit is an independent unit that can maximally conduct an audit and to maintain full balance. The Internal Audit Office can report the audit results directly to the Audit Committee.
14. Board of Directors Report
The Board of Directors of the Company is responsible for the Consolidated Financial Statement and Financial Information as shown in the Annual Report and arranges for effective internal control to make sure that the records of the financial information are correct and complete and sufficient to maintain the assets. This is to enable to pinpoint the weak points and the prevention of fraud or irregularities of material importance. The Audit Committee is responsible for the quality of the financial report and of the internal audit system.
15. Relations with Investors
The Company appointed Mrs. Vichulada Klinthong (Tel. No +66 2933 2921) to be responsible for establishing and maintain public relations with investors with regards to the disclosure of correct and complete, transparent and thorough information including the financial data, general information and information of material importance to the price of the Company’s securities. These are done by means of dissemination of the Company’s information to the shareholders, investors and the public through various channels.