Overview of the Policy and Guidelines
PM Thoresen Asia Holdings Public Company Limited ("PMTA" or 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. 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.
Policy and guidelines related to the Board of Directors
1. The Board of Directors
The Board of Directors consists of the directors who gain valuable knowledge, skills and experience in business. The Board determines the policy, vision, strategies, goal, mission, business plan and budget of the Company. The Board also oversees the executives' operation and management to be in line with the Company's policy, ensuring efficiency and effectiveness in compliance with laws, objectives, Articles of Association, resolutions of shareholders' meetings and resolutions of the Board's meetings, with responsibilities, honesty and prudence as specified in best practices to add business value to the Company and to create stability for shareholders to the highest extent.
The Board of Directors comprises of eight (8) directors, there are three (3) independent directors, who are qualified under the relevant Announcement of the Capital Market Supervisory Board. All three (3) independent directors also act as members of the Audit Committee. No less than half of all directors must reside in Thailand. In addition, the Board of Directors appoints sub-committees to assist in governing the Company's business operation.
Each director shall fully perform one's own duties and make decisions based on independent discretion. Directors can pose questions and express their opinions. They can also suggest objections in the case that there are conflicting views on any matter which could affect the interests of shareholders or stakeholders.
Hereby, the Board of Directors has defined the policy stipulating that Chairman and Managing Director must not be the same individual, to clearly set their separate responsibilities between defining the governing policies and day-to-day management. The Company has clearly separated the roles and responsibilities of the Board of Directors and executives, with a well-balanced authority in operating the business. The Board of Directors is responsible for defining policies and overseeing the executives' operations at policy level. Concurrently, the executives are responsible for managing the Company's tasks in all areas to be in line with the stipulated policies.
2. Establishment of the Subcommittee
The Company establishes 4 subcommittees that are Executive Committee, Audit committee, Nomination and Remuneration Committee, and Risk Management Committee which all subcommittee members are those who have valuable expertise suitable to be responsible in each committee in order to perform their duties as assigned by the Board. The qualifications, composition and scope of duties of each committee are stipulated in each committee's charter.
3. Nomination of Directors
The Board of Directors appoints the Nomination and Remuneration Committee to consider qualifications of suitable candidates in order to replace the resigned or the rotated director. The process of nomination of directors is transparent in which the nominated director must be qualified and suitable in compliance with the Board's composition and must not have the prohibited characteristic according to relevant laws and regulations nor the conflict of interests with the Company.
4. Board's Meeting
The Board of Directors schedules for the Board's meetings of each year in advance. The extra Board meeting can be convene if necessary. The Director shall receive the notice of the meeting, draft of the minutes and information related to the agenda of the meeting for consideration in advance, at least 7 days before the meeting date.
5. Performance Evaluation of the Board
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.
6. Remuneration of Directors
The Board of Directors approves the policy regarding the remuneration of directors according to the Corporate Governance practices and the Nomination and Remuneration Committee, will consider and present its views in regards to the criteria of the remuneration of directors that align with the financial status of the company and comparing to other listed companies operating in the similar type and size of the business. Together with the Experience, role, duties and responsibilities of each director. The subcommittee member shall receive in additional remuneration based on the increased responsibilities. The remuneration of director need to be approved by the shareholders meeting.
7. Directors' Development
The Company encourages all Director to attend the trainings that will enhance and expand their knowledge and views in order to perform their duties as Director.
Policy and guidelines related to shareholders and stakeholders
Section 1. Rights of Shareholders
The Company recognizes the importance of and do not conduct any actions that might violate or undermine basic rights of shareholders, such as rights to purchase, sell, or transfer shares they are holding, rights to receive dividend from the Company's profit, rights to receive sufficient news or information from the Company, and rights to attend the shareholders' meetings, as the Company realizes that the shareholders' meetings are a key channel in which the Company's shareholders can exercise their rights as shareholders. The Company, thus, has stipulated best practices in arranging the shareholders' meetings to facilitate the use of shareholder rights as follow:
The Company schedules an Annual General Meeting of Shareholders ("AGM") within four (4) months after the Company'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
The Board of Directors of the Company at the meeting No. 1/2022 held on 24 February 2022 approved convening the 2022 Annual General Meeting of Shareholders of the Company on 25 April 2022 at 1.30 P.M. at via Electronic Media Meeting (e-AGM) only.
The detail of the Shareholders' meeting are per below.
- (i) Procedures prior to the meeting
The Board of Directors of the Company at the meeting No. 1/2022 held on 24 February 2022 approved convening the 2022 Annual General Meeting of Shareholders of the Company on 25 April 2022 at 1.30 P.M. at via Electronic Media Meeting (e-AGM) only. 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 previous scheduled of the 2022 AGM were sent to shareholders and the SET on 8 April 2022, which was at least fourteen days prior to the meeting. The notice was also made available on the Company'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 SETLink that the notice of 2022 AGM and relevant documents were available to download on the Company's website at http://www.pmthoresenasia.com 24 March 2022.
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 2022 AGM was advertised on 18-20 April 2022.
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.
- (ii) Date of Shareholders' Meeting
The Company provides the opportunities for shareholders to submit the registration documents in advance before the meeting date and also provide the registration link and QR Code to attend the shareholders meeting via electronics mean (e-AGM). In this regards, the Company hired Inventech Systems (Thailand) Company Limited ("Inventech") to be responsible on the system for the e-AGM. Inventech has been reviewed for an information security standards of Electronic Meeting by Ministry of Digital Economy and Society. On the meeting date, Inventech officers were standby providing advices, responding to the inquiries and solving problems regarding the registration or logging in the e-AGM system. The Company also used the e-voting to counting votes in order to ensure the accuracy of the vote computation process.
- (iii) During the Meeting
The Chairman of the Board of Directors ("Chairman") presides over the shareholders' meeting. The Company conducts the meeting with a transparent manners relating to the agenda as already provided in the notice of the meeting. The Company also offers an equal opportunity for each shareholder to cast their vote and encouraging the Directors, executives and external auditor to attend the meeting to provide answers and acknowledge the shareholders opinions.
In the 2022 AGM, the Company asked Able and Primpton Company Limited to act as an inspector for 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 2022 AGM.
- (iv) 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 portal and also posted the resolutions immediately on PMTA's website at http://www.pmthoresenasia.com
The Company prepared and submitted the minutes of 2022 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.
- (i) Procedures prior to the meeting
Section 2. 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:
- 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.
- 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.
- 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 portal. For the meeting notice, it is notified before the meeting.
- The Company prepares all information in Thai language and English language so that both Thai and foreign shareholders can access all information equitably.
- At the shareholders' meetings, the Company provides opportunity for all shareholders to fully ask questions, express their views and make suggestions upon suitability.
- 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.
- 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.
- 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).
- 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.
- 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.
Section 3. 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.
- Stakeholder Rights
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.
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.
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.
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.
- 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.
The Company recognizes that customers are crucial to the success of its operations. Accordingly, the Company aims at building customers' 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.
- 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.
- Stakeholder Rights
Section 4. 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 portal 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 2022, 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 portal, the Company's website (http://www.pmthoresenasia.com), press releases.
Section 5. 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.