Corporate Governance
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Corporate Governance Report

PM Thoresen Asia Holdings Public Company Limited (“the Company”) highlighted the importance of good corporate governance as it helps boost the efficiency of the Company’s operation and promote the sustainable growth, leading to the maximum benefits of all concerned parties, including employees, investors, shareholders, and other stakeholders. Thus, the Board of Directors agrees to stipulate the Corporate Governance Policy, to cover core contents ranging from the structure, duties and responsibilities of the Board to the principles of the executives’ management with transparency, clarity, and traceability. The Corporate Governance Policy serves as the direction of the organizational management and establishes confidence towards the Company’s operation, ensuring the implementation with ethics and for the maximum interests of shareholders and all stakeholders.

The Company’s Board of Directors and executives shall adhere to the principles of the business operation with determination and honesty. The Company defines the vision, policy, and best practices for all directors, executives and employees to comply with while performing their duties. To consistently embed the good governance culture and to establish a firm foundation for sustainable growth, to add values among all stakeholders so that the Board could achieve its objective, the Company has set the organization structure to be transparent and clearly traceable in accordance with the Corporate Governance Policy under the regulations of the Stock Exchange of Thailand.

Rights of Shareholders

The Company schedules an Annual General Meeting of Shareholders (“AGM”) within four (4) months after PMTA’s financial year-end. The Company shall call for other special shareholders’ meetings, called an Extraordinary General Meeting of Shareholders (“EGM”), on a case by case basis.

In addition, the Company advertises the notice of each meeting in at least one Thai language and one English language in a daily newspaper for three consecutive days no later than three days prior to each AGM. The Company also publishes the meeting notice on our website at http://www.pmthoresenasia.com.

In FY 2016, PMTA held the Annual General Meeting of the Shareholders (the “2016 AGM”) on 25 April 2016 at 1:30 P.M., at Lotus room, Queen Sirikit National Convention Center, No. 60 New Ratchadaphisek Road, Klongtoey District, Bangkok 10110, Thailand.

Procedures for the shareholders’ meeting were as follows:

  1. Procedures prior to the meeting

    In FY 2016, at the Company’s Board of Directors meeting held on 16 March 2016 resolved to call the 2016 AGM on 25 April 2016 at 1:30 P.M., at Lotus room, Queen Sirikit National Convention Center, No. 60 New Ratchadaphisek Road, Klongtoey District, Bangkok 10110, The meeting venue was easily accessible through public transportation systems and convenient for shareholders to travel to the place of the meeting. The Company informed the shareholders of the date, time, place, and meeting agendas together with the rationales and opinion of the Board on each agenda via SET’s ELCID on the same day on which the Board resolved to call the shareholders’ meeting on 16 March2016.

    The Company provided opportunity to shareholders to ensure sufficient time to scrutinize meeting notice or request additional information ahead of the meetings. The notice and relevant documents to the 2016 AGM were sent to shareholders and the SET on 16March 2016, which was at least fourteen days prior to the meeting. Going forward, the Company made best efforts to send all meeting notices to shareholders more than fourteen days prior to the meeting as per the SET’s best practices. The notice was also made available on PMTA’s website in advance so that shareholders had sufficient time to study the information to make their decisions. Each agenda included the opinion of the Board.

    The Company encourages all shareholders including institutional investors to attend the Company’s shareholders’ meetings. Apart from direct mailings, the Company notified its shareholders via SET’s ELCID that the notice of 2016 AGM and relevant documents were available to download on the Company’s website at http://www.pmthoresenasia.com from 4 April 2016.

    The Company also advertises the shareholders’ meeting notice in at least one Thai language and one English language in a daily newspaper for three consecutive days no later than three days prior to the shareholders’ meeting date. The notice of the 2016 AGM was advertised on 18-20 April 2016. Details such as date, time and place of the meeting, the meeting agendas with rationale and opinion of the Board on each agenda item in the notice of the annual general meeting, proxy forms, and a list of documents required for attending the meeting were distributed to shareholders in advance of meeting to assist them in exercising their rights and casting their votes on each agenda item.

  2. Date of shareholders’ meeting

    At the date of shareholders’ meeting, the Company facilitated registration by separating lines between shareholders and proxy holders. The Company used a bar code system to register meeting attendees and to count votes. Envelopes were made readily available for shareholders to mail their proxy forms.

  3. During the meeting

    The Chairman of the Board of Directors (“Chairman”) presides over the shareholders’ meeting. For shareholders’ convenience and clarification, multimedia presentations are shown during all meetings. PMTA conducts the meeting in accordance with the agenda and offers an equal opportunity for each shareholder to cast their vote.

    In the 2016 AGM which held on 25 April 2016, the Chairman asked for two shareholders to bear witness to the vote counting, to ensure the meeting was transparent and complied with applicable laws.

    The Company has been rated “Good” from the Corporate Governance Report of Thai Listed Companies. Also, the Company was rated Excellent for the quality of the arrangement of 2016 AGM that was held on 25 April 2016.

  4. Procedures following the meeting

    The Company submitted to the SET the resolutions of the shareholders’ meeting with details of voting results of each agenda through the SET’s ELCID and also posted the resolutions immediately on PMTA’s website at http://www. pmthoresenasia.com.

    The Company prepared and submitted the minutes of 2016 AGM to the SET and the Department of Business Development, Ministry of Commerce within the required timeframe. The minutes were also posted on PMTA’s website.

Equitable treatment of Shareholders

The Company upholds the policy of equitable treatment of shareholders, regardless of being executive or non-executive shareholders, Thai or foreigners, and major or minor shareholders. The procedures undertaken are as follow:

  1. The Company delivers the meeting notice together with other materials and information to shareholders in advance within the timeframe required by laws, notifications or related regulations, to allow shareholders adequate time to review the matters with completion before the meeting.
  2. In order to reserve the rights and facilitate shareholders who cannot be present at the meeting, the Company delivers the proxy form, enclosed with the meeting notice, clearly detailing all documents and evidence needed for proxy. This allows shareholders to grant proxy to other person or an independent director of the Company as a proxy who can attend the meeting and cast vote on their behalf. The Company will have at least one (1) independent director as a proxy for attending the meeting and casting vote. In this regard, the Company will inform the name list of such independent directors in the meeting notice.
  3. To enable all shareholders to gain equal access to the Company’s information, the Company provides additional channels of notifying news for shareholders through the Company’s website, in addition to notification via the SET’s ELCID. For the meeting notice, it is notified before the meeting.
  4. The Company prepares all information in Thai language and English language so that both Thai and foreign shareholders can access all information equitably.
  5. At the shareholders’ meetings, the Company provides opportunity for all shareholders to fully ask questions, express their views and make suggestions upon suitability.
  6. The Company stipulates the protective measures concerning the Insider Trading Policy for directors, executives, employees and contractors. These measures also apply to the spouse and children under legal age of the above parties as related to the information. In addition, penalty measures for violation of information of disclosure of the Company and a subsidiary and for information exploitation for personal advantage are also defined.
  7. The Company prohibits all directors and senior executives from trading the Company’s shares and securities during the period of three (3) weeks before the release of the Company’s quarterly and annual financial results (the “Blackout Period”). The prohibition applies to entities in which the Company’s directors have a beneficial interest, by which the directors are employed, or on behalf of which the directors act as a representative thereof. The Company Secretary will remind directors and executives about this restriction at least seven (7) days in advance of the Blackout Period.
  8. The Company requires directors and executives to submit a report of securities ownership and an update on securities ownership under their possession as well as the possession of their spouse and children under legal age to the SEC and SET according to the Section 59, the Securities and Exchange Act B.E. 2535 (including amendments).
  9. The Company stipulates that directors and executives shall submit a revised report every time in case there are changes. The Company Secretary will file and submit a copy to Chairman of the Board and Chairman of the Audit Committee.
  10. The Company regulates the transaction policy for any transactions made with major shareholders, directors, executives or related parties of the aforementioned persons, to set guidelines for the implementation of related party transactions and connected transactions.

The Company shall enforce the directors and executives who undertake any conducts which have interests in the Company’s business operation, directly or indirectly, to report on such conflict of interest to the Company Secretary, to further report to the Audit Committee and/or the Board of Directors.

Role of Stakeholders

The Company gives priority to the rights of all stakeholder groups, regardless of being internal stakeholders such as shareholders and employees, or external stakeholders such as clients, partners, competitors, the society and surrounded community. The Company stipulates compliance based on ethics and code of business conduct, which set guidelines for Best Practices of the Company’s Business Operation, Best Practices for Directors, Best Practices for Executives and Best Practices for Employees to encourage all directors, executives and employees in the Company perform their duties with full responsibilities, prudence and honesty, and to avoid any conducts that might fall under conflict of interest.

  • 3.1 Stakeholder Rights
    • (A) Shareholder
      The Company is committed to undertake any actions for the maximum interests of shareholders in the long run, by carefully considering risks from operating the business. The Company discloses all information with fairness and transparency within a suitable period of time. The Company also attempts at its best to protect its properties and reputation. In addition to basic rights and rights as specified by laws and the Articles of Association such as rights for appealing to review share amounts, rights to receive share certificate, rights to attend the shareholders’ meetings and to cast vote, rights to express their views freely in the shareholders’ meetings and rights to fairly receive dividend, the Company also grants shareholders the rights to suggest their opinion on matters regarding the Company’s business operation as the Company’s owners through independent directors. Every opinion will be gathered and presented to the Board for consideration.
    • (B) Employees
      The Company regards employees as the Company’s one of the most valuable resources. The Company, thus, employs skillful and experienced employees in accordance to the Company’s strategic plan and operation plan. It aims to retain employees in the long run. It promotes the work-life balance among employees. The Company provides employees with suitable compensation and in line with that of the same industry. The Company has the employee compensation policy which in line with the operation of the Company in short term and long term. The short-term policy includes salary and annual reward, determined by results of the employee performance and the Company’s financial performance. The long-term policy includes provident fund for employees to establish the stability for living and to serve as an assurance to secure employees’ life after the termination of employment or after their retirement. Besides, the Company also provides employees with benefits in other forms, including life insurance, personal medical insurance, maternity leave and annual holiday. In 2015, day-off has been added on employees’ birthday to allow them to spend the time with their family.
    • (C) Competitors
      The Company treats competitors fairly, by operating its business with integrity and professionalism. The Company will not undertake any conducts that are wrongful against laws in relations to business competition.
    • (D) Creditors
      The Company is always committed to maintaining sustainable relationships with its creditors with fair and equitable policy, by providing accurate, transparent, and traceable information for the creditors, and strictly adhering to the terms and conditions made with creditors, in terms of payment of the principal, interest, and fees, maintenance of the financial ratio, and other conditions. If The Company fails to comply with any such condition, the Company will promptly notify the creditor, in order to mutually agree on a solution.
    • (E) Business Partners
      The Company sets criteria for choosing a business partner or a service provider, by considering partners’ business strategy that are consistent with that of the Company, in terms of competitiveness, business continuity, protection and treatment of clients, and risk management approaches.
    • (F) Clients
      The Company recognizes that clients are crucial to the success of its operations. Accordingly, the Company aims at building clients’ satisfaction, by providing with high-quality services through consistent and regular improvement of the quality of products and services, to meet their needs and expectations in a fair and professional manner.
    • (G) Responsibility to the Community, Society and Environment
      The Company emphasizes on the most effective use of natural resources with the least environmental impact. The Company employs technology and develops work process that are environmentally-friendly, while raising awareness of effects of employee’s performance towards the environment among employees.
  • 3.2 Anti-Corruption Efforts

    The Company conducts business with strong ethics and responsibility for all concerned parties as a guideline for anti-corruption practices. In this regard, the Company is considering on implementing the Anti-Corruption Policy as a guideline for anti-corruption practices.

  • 3.3 Anti-Corruption and Anti-Bribery

    The Company encourages all employees to conform to the laws, as a practice set in the TTA Group’s Code of Business Conduct on receiving gifts and entertainment. No gift, favor, or entertainment should be accepted or given, if it obligates or might be perceived as an attempt to influence fair judgment.

    No director, manager, employee, and their family members should accept or receive a gift or entertainment if it (i) is not consistent with customary business practices, (ii) is extravagant in value, (iii) can be construed as a kickback, bribe, or payoff in violation of any laws, and (iv) violates any other laws or regulations.

  • 3.4 Whistle-Blowing Policy and Whistle-Blower Protective Measures

    The Company is currently constricting the Whistle Blowing Policy to protect those who submit a report, grievance, or information regarding misconduct, or those who cooperate with the Company in providing information, under which they may choose not to disclose their identity if they deem that such disclosure may threaten safety or cause damage. The Company will keep all relevant information confidential, taking into account the safety of the whistleblowers.

  • 3.5 Contact Channels for Stakeholders

    The Company had the channels of reporting directly to the Audit Committee. The grievance will be forwarded to the Audit Committee to report to the Board of Directors in the quarterly meeting. The contact channels for the stakeholders are by email at pmtawhistleblowing@ thoresen.com and the mailing address at PM Thoresen Asia Holdings Public Company Limited, P.O. Box 12, SCB Post Office, Lumpinee Sub-district, Pathumwan District, Bangkok 10330. In 2016, the Company did not receive any complains by insiders and outsiders.

Information Disclosure and Transparency

The Board of Directors is committed to overseeing the organization’s conformity to laws, compliances and regulations related to information disclosure. The Company shall reveal information, both financial and general information, with completion, accuracy and transparency so that all concerned parties can gain access to the information equitably. Such information is disclosed to shareholders and the public via SET’s ELCID and the Company’s website.

The Board of Directors emphasizes on financial reporting as it represents the Company’s true financial status and performance. Financial reporting is based on correct, complete and adequate financial information, according to the generally well-accepted financial standards. The Board of Directors appoints the Audit Committee to review the financial reports to gain accuracy, completion and credibility and to ensure the correct, clear, transparent and timely disclosure according to relevant regulations.

In addition, the Company discloses information on each director, roles and responsibility of the Board and sub-committees, and remuneration of the Board and executives in the Annual Report (Form 56-2) and Information Disclosure Form (Form 56-1).

In the financial year ended 31 December 2015, the Company has disclosed financial and general information related to the Company’s business in a timely manner. Such information is disclosed to shareholders, investors, and any related parties via SET’s ELCID, the Company’s website (http://www.pmthoresenasia.com), press releases.

Responsibilities of the Board

The Board of Directors is responsible for shareholders in operating the business, governing the Company to achieve the business objective, and setting guidelines to create maximum value to shareholders, taking into account the benefits of all stakeholders.

The Board of Directors shall perform its duties in compliance with laws, objectives, the Articles of Association and shareholders’ resolution with integrity and prudence in protecting the benefits of shareholders and all stakeholders as a whole in short and long term. To ensure that the Company’s business operation is geared towards creating maximum value to shareholders and stakeholders, the Board will ensure the implementation of vision, mission, goal, policies, direction, plans and annual budget of the Company. The Board will express their views to build the overall understanding of the business before considering. The Board will then monitor all business management to ensure alignment with the goal, adhering to the guidelines of the SET and SEC.

Self Assessment of Board members on both as a whole and an individual basis

In 2015, the Board of Directors evaluated the performance of each sub-committee and self-evaluation of each individual. In relations to this, sub-committee Chairman submitted the committee assessment and self-assessment form to each director. All assessed forms are filed at the Company Secretary in order to evaluate and summarize the scores in accordance with the criteria as follow:

  • 1. Excellent: with score range between 90-100
  • 2. Very Good: with score range between 80-89
  • 3. Good: with score range between 70-79
  • 4. Fair: with score range below 69

The assessment form of each sub-committee is divided into six (6) areas as follow:

  • 1. Structure and Qualifications of the Board
  • 2. Roles and Responsibilities of the Board
  • 3. Board Meetings
  • 4. Board Performance
  • 5. Relationship with Management
  • 6. Personal Development of Directors

The self-assessment form is divided into three (3) areas as follow:

  • 1. Structure and Qualifications of the Board
  • 2. Board Meetings
  • 3. Roles, Duties and Responsibilities of the Board

The Chairman will report the results to the Board of Directors. In 2015, results of the Board performance assessment as a whole gain “Very Good” level, with an average score of 88.99% and self-assessment gain “Excellent” level, with an average score of 93.51%. The Board of Directors discusses on the evaluation results and improvement and also requests all sub-committees to provide recommendation on efficiency improvement of the Board.

Performance Evaluation of the Board and Sub-Committees

The Company ensures the evaluation on performance of the Board and sub-committees at least once a year, with an aim to help the Board and sub-committees to review their work and operation guidelines during the past year. Through this means, it increases the efficiency and promotes good understanding for the collaboration among the Board and sub-committees. The assessment is through evaluation for each committee and self-evaluation for each individual. The Company Secretary will then inform the results to the Board of Directors.

The Chairman will report the results to the Board of Directors. In 2016, results of the Board performance

Self Assessment of Sub-Committee members on an individual basis

Sub-Committees namely, Audit Committee and Nomination and Remuneration Committee, conducted a formal evaluation of its own performance for the year that ended on 31 December 2016. There were three (3) main areas of evaluation of Self-Assessment of Sub-Committee members on both as a whole and an individual basis as follows:

  • 1. Sub-Committees’ structure and qualifications
  • 2. Sub-Committees’ meeting
  • 3. Roles, duties and responsibilities of Sub-Committees

In 2016, the assessment results for both as a whole and an individual basis of the Audit Committee were “Excellent” and the results of the Nomination and Remuneration Committee were “Excellent”.

Director and Executive Development

The Company implements the policy to facilitate the enhancement of knowledge for all directors and executives. Each director and executive must attend the trainings arranged by the Company or other agencies to expand their knowledge and views to consistently keep up with the dynamic environment of the business. Besides, each time when the Company appoints a new director, the Company will provide them with the orientation to introduce the business nature and operation guidelines. Details of attendance in key training sessions and seminars concerning the enhancement in performing duties as directors in listed companies are as follow:

No. Name Course
1. Mr. Chalermchai Mahagitsiri
  • Directors Certification Program (DCP), class 53/2005,
    Thai Institute of Directors Association
  • Directors Accreditation Program (DAP), class 30/2004,
    Thai Institute of Directors Association
  • Capital Market Academy Leadership Program,
    class 17/2013, Capital Market Academy
2. Mrs. Suvimol Mahagitsiri
  • Director Accreditation Program (DAP), class 26/2004
    Thai Institution of Directors Association
  • Role of the Chairman Program (RCP), class 16/2007,
    Thai Institution of Directors Association
3. Mr. Chia Wan Huat Joseph
  • Directors Certification Program (DCP), class 165/2012
    Thai Institute of Directors Association (IOD),
4. Assoc. Prof. Dr. Sathit Parniangtong
  • Director Accreditation Program (DCP), class 128/2010,
    Thai Institute of Directors Association
  • Advanced Audit Committee Program (AACP),
    class 13/2013,Thai Institute of Directors Association
5. Mr. Somporn Chitphentom
  • Director Certification Program (DCP), class 178/2013,
    Thai Institute of Directors Association
6. Mr. Rapee Moungnont
  • Director Certification Program (DCP), class 80/2006,
    Thai Institute of Directors
7. Mr. Sigmund Stromme
  • Director Certification Program (DCP), class 182/2013
    Thai Institute of Directors Association