The Company appreciates the importance of observing the guidelines for good corporate governance and conducting its business in accordance with the regulations of the Securities and Exchange Commission, as well as the Stock Exchange of Thailand. This helps create an organization with a structure, systems, management process and operations that is focused on efficiency. Details of activities in this regard are provided as follows.
The Company accords a high priority to the rights and equality of shareholders which was already approved in written document as of 18 October 2007, as owners of the business, by ensuring they are informed of the firm’s operating results and participate in decision making. The Meeting of shareholders is therefore held in accordance with the regulations and guidelines of the relevant governing bodies. The Company deems it an important duty and responsibility to organize Shareholder Meetings that are transparent, fair and of benefit to stakeholders, as well as other concerned parties. Consequently, information disclosures are widely and readily available to all shareholders, without prejudice. All shareholders have the right to attend Shareholder Meetings, as well as the right to appoint proxies to attend Meetings and vote on their behalf to appoint or remove Directors; the right to vote for appointment of auditors and determination of audit fees; and the right to vote for changes to significant corporate policies. In additional, shareholders form an additional Shareholder’s meeting and nominate in advance a qualified candidate for new Director Submission; before the next Shareholder’s meeting, according to the regulation of the Company.
In 2009, the Board of Directors of the company have provided and promoted the Shareholders’ rights as follow:
1) The Board of Directors of the Company declared the resolution of the meeting No 2/2009 on 26 February 2009, to hold the 2009 Annual Shareholders’ Meeting in the Stock Exchange of Thailand website on 29 April 2009, since the day the resolution was declared.
2) Before the Annual Shareholders’ Meeting is held, the Company forwarded the invitation manuscript to Shareholders, which included date, time, venue for Meetings, map. This also contains the agenda and sufficient supporting information, to comply with laws and regulations of SET and the Company. The Company forwarded the summons to attend the Meeting, proxy form and agenda details, containing sufficient information for Shareholders’ to make decision, which also includes the opinion of the Board of Directors. The documentation was distributed to shareholders 14 days prior to the Meeting. In addition to the Company distributed the invitation manuscript and sufficient documents for the meeting in both Thai and English languages display on the company website www.genco.co.th in advance for Shareholder to receive information faster, which was the same information that the company had forwarded to Shareholders in document form. And were also published in a Thai daily news journal for at least 3 consecutive days. In addition, the summons letter informs shareholders to prepare the necessary documentation on the Meeting date, in order to maintain their full rights to attendance. A proxy form (according to the Ministry of Commerce), list of Independent Directors are also attached, to allow shareholders wishing to their proxy rights to any particular individual, or any Independent Director, to attend the Meeting on their behalf.
3) The company allows shareholders to register to participate in the meeting at least 1 hour prior to commencing the Meeting and will prepare to apply the new registration system (Barcode system), which will offer convenience to the shareholders and those on behalf. The Company also prepares the vote form for shareholders to use their rights in every meeting.
4) Before the Meeting, the Company’s management clarifies the method for casting votes and counting votes prior to the commencement of the Meeting. Meanwhile, the casting and counting of votes is conducted transparently and swiftly. 1 share is counted as 1 vote, with majority votes carrying resolutions, with the exception of voting for extraordinary resolutions, which specify a requirement of not less than three in four of the total votes of shareholders in attendance at the Meeting and with the right to vote.
5) During the Meeting, the Company allowed shareholders and provided sufficient time and the chance to direct queries and equal opportunity to express their opinions. The Chairman answered such questions and provided suitable information in response.
6) The Company records the resolutions of the Meeting according to votes in agreement; votes not in agreement; and abstaining from voting. This is recorded in writing for each agenda in the Minutes of the Meeting, which also records queries, clarifications and opinions of the Meeting in full. Shareholders may subsequently review these Minutes for reference. The Minutes of the Meeting and voting for each agenda was duly recorded. This was submitted to the relevant unit within 14 days of the Shareholders’ Meeting and will be proposed for shareholders’ certification at the next Shareholders’ Meeting.
The Company treated all shareholders equally, and our concern focuses most on shareholders’ right and treated all shareholders honestly and evenly. We operate as follow:
1) To support good corporate governance, apart from transparent shareholders meeting, all meeting reports were completely recorded. Before the shareholder’s meeting day, the company allowed shareholders to propose any topics that are useful to the company. So that it can be put as additional topics for the General Shareholder Meeting. This also includes proposing any individual who’s qualified to the company regulation to be authorized as the committee member in the General shareholder Meeting. The Company had informed all shareholders of their rights through the Stock Exchange of Thailand. At the same time the regulation and its method will be disclosure in the company website. In addition, the company had specify the qualification of any shareholder who wish to propose additional topic and to propose in advance for the new director. The qualification are as follows:
- Must be shareholders of the company (could be one shareholder or many shareholders put together).
- Must possess a minimum of 30,000,0000 shares.
- Also must maintain previous status above, not less than 1 year and must have these qualifications on the day that the Shareholder’s Meeting rules are discusses or on the day of the nomination to select the members on the Board Committee.
However in the year 2009, There was no proposes from shareholders or candidates for the new Director in the additional Shareholder’s Meeting
2) Business Ethic had been approved from the committee in order for Directors, executives, and employees of the company to practice with honesty and responsibility, which the committee had approved in written document the issues of Business Ethic according to the meeting No. 10/2007 held on 18 October 2007. Focus on administrate and or work in order to avoid personal conflict of interest to the Company which means:
- Consequently this included Directors and employees of the company in able to seek for any benefit directly or indirectly
- Moreover the company will not allow any information or sufficient facts that are not ready to be revealed to the public to affect the price of the stock that is currently trading or for personal benefit from trading the stock.
- Furthermore, no individuals are allowed to use company’s inside information for personal benefit nor may they reveal such information to the public even after they retire from the position.
- For Directors, they are not permitted to be Director of competitor’s companies or have any kind of benefit from
being a competitor with our company directly or indirectly.
-
No extra benefit from signing a contract with our company.
3) Inside Information Control, which the committee had approved in written document the issues of Inside Information Control according to the meeting No. 10/2007 held on 18 October 2007, had approved from the committee in order to protect Directors, Executives, or Employees from misusing inside information for their personal or other people benefit.
The Company recognizes the importance of all parties with interests in the Company by protecting their rights and ensuring equal, fair treatment for all. The Company addresses the rights of persons with interests in the business as follows.
Customers: the Company is dedicated to improving the efficiency of its services; fair pricing; quality of services; as well as
honesty and integrity when entering into contracts and conducting negotiations.
Trading partners: a manual has been compiled which clearly specifies operating procedures for the procurement of products
and services. The Company observes the conditions of trade and contracts of which it is a party to; payments are promptly
arranged; and full cooperation is provided to the sellers of products and services regarding essential information.
Competitors: the rules for fair competition are strictly observed and involvement in disinformation which could potentially
damage the reputation of its competitors is actively discouraged.
Creditors: the Company complies with the lending conditions specified in its agreements and observes its obligations to
business creditors.
Employees: the importance of employees at every level of the organization is emphasized, irrespective of nationality, religion or gender. All employees have equal rights and receive equal treatment. Appropriate remuneration and benefits are provided to all employees, comprising a salary, social security, health insurance, life insurance and medical expenses coverage. An employee benefits committee has also been established to oversee the rights of personnel in a just manner.
Society: the Company values and respects the way of life of communities, including the rights of individuals to live in a
quality environment. The Company therefore emphasizes the quality of life and the environment with communities, in order to gain acceptance for the business and allow it to reside in long-term harmony. The Company stresses its role to society and the environment in instilling a social conscious in the young through various activities. It cooperates with the Department of Industrial Works, the Bangkok Office of Education and Wat Samaedum School by supporting projects such as the Youth Science Project Contest for Environmental Conservation and the Young Scientists Development Project for Mangrove Forests. The purpose of these programs is to preserve the integrity of remaining mangrove areas, inspiring environmental conservation in youngsters in the process. To promote the quality of life of the communities and areas adjacent to the factory, to which the Company has a strong sense of belonging, free medical mobile units are provided for villagers in these locales. The service is offered every 4 months by a team of medical physicians who are on-hand to offer advice and public health knowledge. The Company has supported this activity on an ongoing basis, fostering the relations between itself and the community. This is another example of creating something beneficial to preserve the environment for Thailand into the future.
Information disclosures represent an important component of good corporate governance. The Company assigns a high priority to information that is required to be disclosed to the Stock Exchange of Thailand and shareholders, whether with regard to accuracy, sufficiency, timeliness, as well as equality of disclosure to all groups. The Office of the Managing Director is responsible for the task of making information available, including data disseminated to the general public, shareholders and investors. Key information is also presented in the corporate website, such as Form 56-1, Summons for Shareholders’ Meetings and Minutes of Shareholders’ Meetings. The website has been redesigned to allow users to access details more conveniently and provide the greatest benefit. The information is presented in both Thai and English languages.
The Board of Directors has a duty and responsibility to the financial statements of the Company and its subsidiaries. The Audit Committee was therefore established to ensure the preparation of financial reports that are of a quality and accuracy that meet generally accepted accounting principles, while complying with the relevant regulations. The statements are intended to report corporate operating performance and disclose significant company information in a manner that is both transparent and adequate. The Audit Committee has presented such reports in the Annual Report.
In addition, Directors and Executives are required to report their shareholdings in the Company and any subsequent changes therein - applicable to themselves, their spouses and children who are minors - in accordance with the forms and timeframe as specified by the Company regulations concerning reporting of holdings. Management is obliged to submit a copy of such holdings reports to the Company on the same date of submitting reports to the Securities and Exchange Commission.
With its vital role of leading the organization on the path to success, the Board of Directors of the Company is charged with overseeing the formulation, approval and review of key policies; the corporate vision, mission and financial goals; the budget and strategic planning. The Board guides the Company to ensure observance with the laws and regulations of relevant official agencies, as well as the resolutions of Shareholder Meetings. The Board of Directors remains mindful of optimizing interest for the Company with honesty, integrity and business ethics.
Board of Directors has established specialized sub-committees in order to oversee and screen tasks for each aspect of operations, thereby allowing shareholders to remain assured the Company exercises prudence in conducting its activities.
The Board of Directors Each sub-committee has a clearly defined scope, duties, as well as responsibilities and reports to the Board of Directors. The sub-committees comprise:
- The Audit Committee
- The Executive Committee
- The Nomination and Remuneration Sub-Committee
In accordance with the Company regulations, the Board of Directors comprises of at least 5 members, but not more than 15 members. The Board of Directors currently numbers 10 members, including 4 Independent Directors. In order to ensure further checks and balances between non-Executive and Executive Directors, there are a total of 8 non-Executive Directors and only 2 Executive Directors. Consequently, the structure of the Board of Directors is sufficiently conducive to allow Directors to perform their duties with efficiency when attending Board Meetings. All Directors have complete freedom to express opinions, which are duly recorded in the Minutes of each Meeting.
The current number and designations of the Company’s Directors reflects the suitability and equity of each major shareholder groups’ investment stake. The majority of the Directors are not shareholders, in order to preserve a balance of power and encourage management credibility.
Furthermore, in order to ensure that the capabilities and experience of the Board of Directors creates maximum benefit for the Company, there is no limitation to the number of times a Director may be re-elected, nor any limitations in terms of a retirement age.
The Chairman of the Board of Directors and the Chief Executive Officer are not the same individual, in order to clearly differentiate their respective roles, responsibilities and encourage a balance of authority. The Company’s current Chairman of the Board is a representative of the Ministry of Industry, which is the major shareholder in the firm, as shown in the Shareholding Composition section.
The Company informs all Directors of the schedule of Board of Directors’ Meetings for the entire coming year at the last Board Meeting of each year. Boards of Directors’ Meetings are normally held on a monthly basis and extraordinary agenda item Meetings may be convened as appropriate. The agenda for each Meeting is clearly categorized. The Secretary to the Board of Directors distributes the summons to attend the Meeting, together with the agenda items and supporting documents, in advance to all Directors, with the exception of urgent circumstances. This allows the Board sufficient time to study the information. The details of the Meeting are recorded in writing and the Minutes of past Meetings certified by the Board of Directors are compiled for the reference of the Board and relevant persons.
In 2009, a total of 12 Board of Directors’ Meetings were convened, with sub-committee meetings held as required. The attendance of each Director is summarized as follows.
1) |
Dr.Witoon Simachokedee1 |
1/2 |
|
|
|
|
2) |
Mr.Prapat Vanapitaksa1 |
1/2 |
|
|
|
|
3) |
Dr.Damri Sukhotanang2 |
8/9 |
|
|
|
In attendance |
4) |
Mr.Rachada Singalavanija2 |
8/9 |
|
|
|
In attendance |
5) |
Mr.Angkhani Vorasaph |
10/12 |
5/6 |
|
4/4 |
|
6) |
Dr.Samarn Thangtongtawi |
9/12 |
6/6 |
|
4/4 |
In attendance |
7) |
Air Chief Marshal Kosok Prakongsap |
12/12 |
6/6 |
|
1/1 |
In attendance |
8) |
Mr.Theerasak Kanjanasakchai3 |
3/7 |
|
|
|
|
9) |
Mr.Ronnachai Tantragoon |
12/12 |
|
12/12 |
|
In attendance |
10) |
Mr.Detpon Viphusiri |
12/12 |
|
11/12 |
|
In attendance |
11) |
Dr.Somyot Sangsuwan |
12/12 |
|
12/12 |
|
In attendance |
12) |
Mr.Piyawit Wipoosiri4 |
12/12 |
|
11/12 |
|
In attendance |
Note :
1 Newly appointed Directors on 12 November 2009
2 Directors resigned on 18 September 2009
3 Directors resigned on 3 August 2009
4 Directors resigned on 31 January 2010
The consideration of remuneration for Directors and Executives is carefully screened and reviewed by the Nomination and Remuneration Committee, to ensure that the appropriate criteria are satisfied. Such deliberation includes comparisons and cross references with various same-industry variables. The remuneration is then proposed at the Shareholders’ Meeting for authorization, representing the final stage of the procedure. If any Director is also an employee of the Company, the remuneration for assuming the role of Director is provided as supplemental remuneration to that normally received as an employee, which is shown under Remuneration of Directors and Executives page 51.
Board of Directors implements management and internal control systems that are satisfactory and effective, in order to realize operations that are efficient and provide information that is complete and credible. Its operations defer to Company regulations in all respects, including the economical and efficient utilization of corporate resources, while simultaneously protecting the Company’s property. In 2009, Board of Directors approved to hire Grand Audit Co., Ltd. as its internal auditors. The firm had the duty to analyze, audit, evaluate and provide consultancy and recommendations to support various business activities. The results of the audit were duly reported for the consideration and review of Executives, as well as the Audit Committee. The Audit Committee had a duty to review such performance, thereby ensuring that the Company had appropriate and effective internal control systems and internal auditing.
Board of Directors adheres to the practice of conducting its business with transparency and integrity. Likewise, the Company’s Directors, Executives and all employees have a joint obligation to conduct their duties in accordance with the scope of responsibilities, both to the Company itself and to parties with interests in the business. They are required to do so with integrity, within the framework of the Law and the Company’s regulations.
Moreover, the Company’s Directors and Executives uphold ethics and corporate governance with knowledge, understanding and cautious judgment for the highest safety of the general public, as well as the protection of the environment. They are also concerned with ensuring the Company benefits society and remain committed to adequate waste disposal as required by the Law, to the highest standards. The firm’s management appreciates the importance of organizational structuring with vision and strategy. This allows it to react to events in a dynamic manner, and paves the foundation for a lasting presence. The benefits of such an approach are generated for clients, shareholders, employees and all parties with interests in the Company.
The Company is also mindful of the opportunity that society has afforded it in allowing it to operate this business. The Company therefore views one of its fundamental responsibilities as supporting activities that benefit society. These include educational, social, religious, public health and environmental activities. Consistent support has been provided for activities such as a mobile clinic serving communities in the areas adjacent to both factories; monetary donations for activities promoting society and education, as well as other programs. These include contests for environmental conservation science projects and science camps with an environmental preservation focus.
In order to protect Directors, Executives, or Employees from misusing inside information for their personal or other people benefit. According to the Board of Directors’ meeting No. 10/2007 on 18 October 2007, agreement to emphasize insider information controls and, apart from measures required by Law, the Company adheres to a code of ethics, as well as honesty and integrity in its business dealings with clients, trading partners, investors and shareholders.
- Each department is responsible in keeping their information organizes, safe, and secure.
- The Company has a secure system of compiling information, with security systems protecting its computer and
information technology, thereby preventing important information from being revealed, or any unauthorized access to data.
- Set up a security system to protect important documents and confidence files.
- Important information is only privy to a select number of Executives as necessary, particularly with regards to
confidential internal information. In circumstances where such information must be revealed to employees, they will be informed of the restrictions for the correct use of the information and must not reveal to outsiders.
- In case, employees who reveal confidential corporate information to outsiders are deemed to have committed a
serious breach of discipline.
The Company had a total of 328 employees, as follows: Head Office 71 persons, branch 257 persons and The Company had no significant change in the number of its employees, nor any significant labor disputes.
The total remuneration provided for employees as of 31 December 2009 comprise:
- Salary 40,018974 Baht
- Employee provident fund 886,864 Baht
- Social security 1,188,620 Baht
- Medical expenses coverage 916,437 Baht
- Employee health & life insurance premiums 898,618 Baht
The Company’s policy of remuneration for its employees is provided in the form of monthly salaries, rewards (bonuses), other benefits, including medical treatment fees, staff health & life insurance and annual physical check-ups. The Company has also established a Corporate Welfare Committee in accordance with the regulations of the Ministry of Labor and Social Welfare, comprising both the employer and employees. The Committee has the task of reviewing benefits for employees.
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