The Board of Directors realizes a good corporate governance as it is important and necessary to the operation of the business that makes the company to have the efficient management and lead to the continuous and secured expansion, that will ensure the shareholders, investors, and the related parties in the long term, the Company, therefore, sets up Good Corporate Governance Policy that complies with the regulation of Stock Exchange of Thailand, with the objectives of governing the business of the company. The Board shall notify Good Corporate Governance Policy to the Directors and the staff at all levels to understand and follow, containing the major issues as follows;
Good Corporate Governance Principle splits into 5 integral parts
The Board of Directors has set up the policy covering
The Company realizes and prioritizes the right of the shareholders, and strives the best to retain it, with the following details;
1. Right to vote
The shareholders have the right to vote for 1 stock per 1 vote.
2. Right of being informed of the performance of the company
The shareholders have the right of being informed of the performance of the company, especially the annual performance, with the preparation of the company to explain the performance, covering all contents of the main issues.
3. Right to consider and approve the Financial Statement of the Company
The shareholders have the right to consider and approve the Financial Statement of the Company that has been prepared properly, accurately, and reliably, covering the main contents in accordance with the standard of Accounting, and Financial Statement has been verified and commented by the Independent Auditors who are well-known and widely accepted.
4. Right to get the dividend generated from the performance of the Company
The shareholders of the Company have the right to consider and approve the dividend payment through the preparation of the dividend calculation with supportive contents for the approval such as the dividend payment policy, comparison of the actual dividend payment versus the dividend payment policy, comparison of the dividend payment versus last year, with the supportive reason from the company through the shrewd consideration and conclusion from the Board before submitting to the shareholders' meeting for approval.
5. Right to consider and appoint the director individually
The shareholders have the right to consider and appoint the Director individually through the preparation of the company to submit the Director's profile that will be beneficial to the consideration of the shareholders such as name, the period of working in the position, past performance as the Director (In case appointing the same Director), type of Director, principle and selection procedure, the possession of the stock in the company, the position in and across the company, including the definition of Independent Director. In case of appointing the Independent Director, it will be considered and approved by the Board before proposing to the shareholders' meeting for approval
6. Right to consider and approve the Remuneration of the directors
The shareholders have the right to consider and approve the remuneration of the Directors through the preparation of the remuneration detail with supportive contents for the approval such as the remuneration policy, the content of remuneration by position and/or duty and responsibility of the Directors, the comparison of the remuneration last year, remuneration method, for instance, In case of considering the remuneration for the Director, it will be considered and approved by the Board before proposing to the shareholders' meeting for approval.
7. Right to appoint the Auditor and approve the audit fee
The shareholders have the right to appoint the Auditors and approve the audit fee through the preparation with supportive contents such as name of the auditors and audit firm, the independence of the auditors, the number of serving years for the company, the remuneration for the auditors clearly splitting into audit fee and other service charge (if any), and the comparison of the audit fee last year, for instance. In case of considering the appointment of the Auditor and the audit fees, it will be considered and approved by the Board before proposing to the shareholders' meeting for approval.
8. Right to consider and approve the related transactions
To protect the benefit of the shareholders of the company, the shareholders have the right to consider and approve the transactions that have the significant relation to the company by accessing the related transactions that considers the maximum benefit of the company as well as the shareholders, and will be approved by the Audit Committee, consisting of solely Independent Director.
9. Basic right of the shareholders in compliance with the related regulations, requirements, and laws
The Company should prepare the documents relating to the increasing of the capital in details and cover the major contents that is necessary to be considered by the shareholders such as the objective and necessity to increase the capital, the process and condition to increase the capital, the consequence of increasing the capital that may affect to the company and the shareholders, for instance, with the shrewd and meticulous consideration and approval from the Board before submitting to the shareholders' meeting for the approval.
2. Conflict of interest
The Board of Directors and the Management have the determination to consider all aspects to remove Conflict of Interest, with integrity and independence, under the good governance for the benefit of the Company.
As a result, to create the transparency and prevent the fraud, the Company requires the Directors and the related parties to disclose the information that may affect to the operation of the Company to the Board of Directors by contacting the company Secretary and report the stock possession, based on the regulation of the Stock and Securities Exchange Commission. Also, in the meeting of the Management and the Board, it is stated that the individual who involves with the Conflict of Interest cannot make the comment or the vote.
In addition, the Company sets the policy and procedure to approve the transactions that may involve the Conflict of Interest by disclosing the information about the name and the relationship of the individual, the price-set up policy, and the value of the transactions, including the comment of the Board pertinent to the transactions, in compliance with the regulation of the Stock and Securities Exchange Commission and Stock Exchange of Thailand, for the benefit of the shareholders as a whole equally.
The Board of Directors is aware of the importance to access the related transactions by mainly considering the maximum benefit of the Company and the shareholders in accordance with the pricing condition and the trade competition in general, providing that the pricing and trade conditions similar Arms-Length Basis. The related transactions must be considered by the Audit Committee, consisting of the independent Directors. The Audit Committee shall thoroughly consider and propose the related transactions and the transactions that may involve with Conflict of Interest to the Board, in accordance with the requirement of Stock Exchange of Thailand, and disclose all information quarterly as well as announce the information in the annual report and the annual information disclose (Form 56-1).
3. Rules for Proper Use of inside information
The Company is aware of the importance of using the insider information for the individual's own benefit and, therefore, sets up the company relating to the use of the inside information to prevent the staff of the Company including the Directors, The Executives, and the staff to share the insider information to the public or to use for their own benefits, including the trade activities, by informing to them that;
The Company is aware of the importance and the right of the stakeholders and shall treat to them equally in accordance with the rights, conditions, laws, and regulations so that they will be well treated as follows
|Shareholders||The Company is committed to operate its business at its best by maximizing the satisfaction of the shareholders, considering the growth of the company in the long term, with good and continuous remuneration, including disclosure of the data transparently and reliable|
|Employee||The Employee is the important part as the supporter for every department in the company. To achieve the business target, therefore, the company treats all the employee with the fair under the same standard.|
|Management||The Management is the key persons to set up the strategies and the operation plans including controlling and ensuring that all operations will comply with the direction and objective of the business as set by the Board of Directors. The Company, therefore, proposes the appropriate and fair remuneration to the Management as the incentive so that the Management shall strive the best effort to achieve the target of the Company.|
|Business Partners||As the Business Partners are the key persons who support and drive the business of the Company to the goals, the Company, therefore, treats the Business Partners equally and fairly, and strictly follows the trade agreements with the Business Partners.|
|Customers||The Company shall deliver what is promised to the customers as well as prioritize and continuously strengthen the relationship with the customers.|
|Trading Partners||The Company shall treat to the Trading Partners equally and fairly and strictly follows the trade agreements with the Trading Partners.|
|Competitors||The Company shall compete fairly by developing the competitive edge of providing the service, and shall not destroy the competitors by accusing nor doing the dishonest activities to destroy the competitors.|
|Environment||The Company shall treat to the Environment with care such as running the campaign to save the electricity energy, economizing the water usage, and supporting the activities not to smoke in the working places.|
|Community and Society||The Company shall support the social activities to live up the better life to people and the community as well as to cultivate the social responsibilities to all levels of the employees.|
|Government Sector and other related controlling Sectors||As Government Sectors and other related controlling Sectors are playing the significant roles to the Company, the Company, therefore, shall fully co-operate with them by complying with the requirements, rules, regulations, and other related laws about running the business, in order to ease their jobs. In addition, the Company shall assign the Secretary to the Company to be responsible for rechecking whether all activities comply with requirements, rules, regulations, and other related laws, as well as assign the Internal Auditors to recheck whether all activities comply with the operation guidelines and the related standards and report to the Audit Committee every year.|
The Company has the policies to protect all Rights and treat to all parties equally as mentioned above. As the support from all concerned parties will play the significant roles to the competition and the increase of the profit in the long term, the Company, therefore, shall follow all the legal conditions and rules, including the contract or the agreement made to these parties, including the sufficient disclosure of the information for the efficiency, and shall refrain from any action that may violate the right and negatively affect to the concerned parties.
In case the concerned parties would like to place the claim or make the proposal or have any doubt relating to the fraud, the business ethics, the incorrect Financial reports, the defect internal control system, they can directly inform or contact to the Audit Committee through the Secretary to the Audit Committee at Tel. 02-372-9848, Fax 02-372-9849, and the Company shall investigate such claim or inquiry and treat it confidential and report the result to the Board of Directors accordingly.
1. Disclosure of information
The Company shall pay the attention to the disclosure of the important information of the Company that may affect the decision of the investors and the stakeholders, in forms of Financial and Non-Financial information, with the accuracy, reliability, and transparency, in time and equally sharing to the investors and the stakeholders, in accordance with the requirements of Stock Exchange of Thailand and the Stock and Securities Exchange Commission through Stock Exchange of Thailand, printing materials, From 56-1, the annual report, and the Company's website.
The Board of Directors shall be responsible for the preparation of Financial Report and Financial information that comply with the accredited Accounting Standard in Thailand with the approval from the Independent Auditor, by using the appropriate Accounting policy and strictly follow the policy, with the meticulous preparation and sufficient information disclosure for Financial Statement. In addition, the Board of Directors shall appoint the Audit Committee to be responsible for the quality of Financial Statement and Internal Control system, including the comment from the Audit Committee that will be reported in the annual report of the Company, and shall prepare the report of the responsibility of the Board towards Financial Statement, together with the report from the Auditors in the annual report.
2. Relationship with investors
The Company shall pay the attention to the disclosure of the important information of the Company that may affect the decision of the investors and the stakeholders, in forms of Financial and Non-Financial information, with the accuracy, reliability, and transparency, in time and equally sharing to the investors, analysts, and the people who are interested, through the channels of Stock Exchange of Thailand and/or printing materials, including the Company's website www.dna2002.com, or Tel. 02-716- 2233, 02-718-7027 Fax. 02-718-7026 e-mail : email@example.com
Leadership and Vision
The Board of Directors comprises of the person who is capable and widely accepted, and plays the significant roles in setting up the policy, vision, strategy, objective, and direction of the Company, in co-operation with the Executives in planning in short and long term, including the Financial policy and the Company's image, with the role to monitor and evaluate the performance of the Company and the Executives to achieve the Company's target. In addition, the Board ensures that the Executives will effectively and efficiently operate in accordance with policies under the laws, objectives, regulations of the Company, resolution of the shareholders, with responsibility, integrity, and care, based on the good governance to maximize the benefit to the Company and create the confidence to the shareholders, as well as to set up Internal Control System, Internal Audit, Evaluation continuously and efficiently through Internal Auditors of the Company and inform to the Audit Committee every time.
The Board of Directors will consider, set up, and separate the role and responsibility between the Board and the Executives, with the appropriate scope of operation, including the communication of role and responsibility to the Directors and the employees.
Code of Conduct
The Company sets up and strictly follows the regulations relating to Code of Conduct of the Company so that all Directors and the employees will know, adhere, and understand the operation standard as the Company and the shareholders expect, and use it as the guideline in running the business, covering the following contents :
The Directors and the employees of the Company clearly understand Code of Conduct and shall behave and perform as the professional, with business ethics, by considering the maximum benefit to the Company and shareholders accordingly.
Structure of the Board of directors
Duties and Responsibilities of the Board of directors
The Board of directors' Meeting
The Board shall set up the meeting schedule for the Board of Directors in advance and notify to the members so that the Directors will have enough time to prepare and arrange the schedule to be able to attend the Board's meeting, which is regularly held every quarter with the additional special meeting, if needed. For each call for the meeting, the Chairman or the authorized person shall send the Notice of the Meeting to the Directors at least seven days prior to the meeting date except it is the emergency in order to retain the right or benefit of the Company that may speed up the meeting date through other channels of providing the Notice, upon the request from the Director at least two persons to the Chairman to call for the Board meeting. In case there is such request, the Chairman shall set up the meeting within fourteen days from the date of request.
For Agenda of the meeting, the Chairman and Managing Director shall mutually consider the agenda by providing the Directors at least two persons to propose the topics to be added into the agenda, covering the Director or the delegated person to call the meeting or for the emergency case. Steps to call the Board meeting can be explained as follows :
Process prior to the meeting: Each Director freely proposes the topic into the agenda for the Board meeting, considering the reason and necessity of the topic. The Chairman shall consider each agenda before arranging it in the Notice of the Meeting. The Notice of the Meeting with the supportive documents for each agenda will be delivered to each Director in advance prior to the meeting so that each Director will have enough time to study the contents, that will enhance the effectiveness and efficiency during the Board meeting. In case Directors may request the additional information for each agenda, they can make the request to the Secretary to proceed accordingly.
Process during the meeting: During the Board meeting, the Chairman shall be responsible for the process of the agenda as indicated in the Notice of the Meeting, and grant the opportunity to the Director to ask the question and make the comment for any doubtful topics freely and sufficiently.
Process after the meeting: The Company focuses on the importance of the preparation of the minute of the meeting and assigns the Secretary to the Board to be responsible for recording and preparing the minute of the Board meeting, covering all major contents with the accuracy such as Date, Time, and Meeting Venue, Starting and Finishing meeting time, List of the Directors who attend and not attend the meeting, all questions and advises for each agenda, including the resolution of the Board for each agenda. Minute of the meeting with the supportive documents shall be retained by the Secretary to the Company for investigation purpose, if needed.
According to the regulation of the Company for the Board meeting, it is required that the number of Directors who attend the meeting must not less than half of the total number of Directors. In case the Chairman is not in the meeting or cannot arrange the meeting, the Vice Chairman will act as the Chairman. In case there is no Vice Chairman or he/she cannot arrange the meeting, the Directors will choose one Director to the Chairman instead. The resolution of the meeting will be based on the majority vote, on the condition that one Director has one right to vote except the Director who may have the Conflict of Interest cannot vote for the related issue. If the result of the vote appears equally, the Chairman will vote to make the consensus.
The Audit Committee Meeting
The Board shall set up the Audit Committee meeting at least every quarter with the additional special meeting, if needed, by sending the Notice of the Meeting attached with the supportive documents based on the agenda prior to the meeting, with the record of the minute of the meeting covering all contents that can be checked.
The Remuneration Committee Meeting
The Board shall set up the Remuneration Committee meeting at least once a year with the additional special meeting, if needed, by sending the Notice of the Meeting attached with the supportive documents based on the agenda prior to the meeting, with the record of the minute of the meeting covering all contents that can be checked.
Evaluation of the directors and the Executives
The Balance of the directors who are not the Executives
The Company states that there will be Independent Directors at least one third or not less than 3 persons, providing that these 3 Independent Directors will be the member of Audit Committee, qualified with the requirement of Stock Exchange of Thailand relating to Qualification and Scope of Operation of Audit Committee, to perform the audit activities and balance the operation management of the Company to be correct and fair. The Company has the qualified and experienced Board for 9 persons consisting of
|- Director who is not the Executive||3 persons as Independent Directors|
|- Director who is the Executive||5 persons|
|- Director who is the Management||1 persons|
These 3 Independent Directors will be the member of Audit Committee, who will be qualified in accordance with the requirement of Stock Exchange of Thailand relating to the qualification and scope of duty of Audit Committee, to audit and balance the operation management of the Company to be correct and fair. Definition of Independent Director shall comply with Good Corporate Governance policy section 5 relating to the responsibility of the Board no. 3 relating to Structure of the Board.
Combinations or Separations of Positions
The Chairman of the Board of Directors must be the Independent Director and shall not be the same individual who positions as the Managing Director to ensure the check and balance, under the written policy stating the scope of Duties, that has been approved by the Board of Directors. The Company clearly separates the responsibilities between the approval for Accounting record and Asset Procurement for the cross checking purpose
The Company clearly separates the role and responsibility of the Board of Directors and the Executives while the Board will set up the policy and monitor the operation of the Executives in policy level, and the Executive will manage the operation in every aspect to comply with the policy. Therefore, the Chairman of the Board of Directors will be different from Managing Director, providing that these two positions will be selected by the Board of Directors to have the most qualified person. In addition, the Board of Directors shall set up the plan for the successor for the Executives that will be revised every year.
Remuneration of Company Executives
The Board of Directors shall appoint the Remuneration Committee to consider the remuneration of the Board, Sub-Committee, Managing Director, and the Executive, with the clear and transparent policy by considering the performance of the Company, the Board of Directors, Sub-Committee, Senior Managing Director, Managing Director, and the Executive, in the same business industry, including the scope of duty and responsibility in order to propose to the Board of Directors or the shareholders meeting for approval, as follows :
Remuneration of the Directors: The Remuneration Committee will consider the remuneration under the fair and reasonable principle or procedures and structure by proposing to the Board of Directors to consider and the shareholders' meeting to get the approval, to take care and retain the qualified Directors. In addition, the Directors who are assigned to be the member of Audit Committee will get the increasing remuneration in accordance with the increasing jobs.
Remuneration for the Executives : The Remuneration Committee will consider the remuneration of Managing Director, and the Executives, under the fair and reasonable principle or procedures and structure, to motivate and make the growth of the Company, as well as to retain the qualified Executives with the Company, and proposes to the Board of Directors for approval.
The remuneration of Directors and Executives must be reported for the received amount in the annual report and Disclosed information Form every year.
The Company shall appoint the Sub-Committee to assist in monitoring the operation of the Company and increasing the efficiency, to ensure to the shareholders that the Company operates the business with shrewdness. The number of Sub-Committee, as approved by the Board of Directors for the scope of responsibility, consists of Audit Committee, Remuneration Committee, and the Executives Committee
Internal Control and Audit System
The Company pays the attention to the efficient Internal Control System, covering the Management and Operation levels, with the clear written guidelines as well as Procedure Manual to the Management and Operators, to monitor the Internal Control System and check the key operation activities, providing the Audit Committee to recheck the Internal Control System to maintain the efficiency covering the requirement and risk management with the procedures to prevent and manage risks, and to comply with laws, related regulation, with clear separated duty between the operators and the follow-up and evaluating team, in order to balance and recheck the performance appropriately.
The Company shall appoint the Internal Auditor who is the outsider who is independent, to directly report to the Audit Committee, to be responsible for the checking the operation of the Company to be efficiently by requiring the Internal Auditor to report directly to the Audit Committee.
In addition, the Audit Committee will recheck the suitability and sufficiency of the Internal Control System at least once a year and propose to the Board of Directors to consider to make the comment of the Internal Control System in the annual report and Annual Disclosed Information Form (Form 56-1)
Report of the Board
The Board of Directors assigns the Audit Committee to monitor the process of preparing and disclosing the Financial information, Internal Control System, Internal Audit, to consider the sufficiency and suitability of Internal Control System, and the preparation of Financial Statement that is true, complete, sufficient, reliable, and efficient, by assigning the Secretary to the Company to be responsible for keeping the minute of the meeting of the Board.
Usage of insider information
The Company requires the Directors, the Management, and the employees to keep the information of the company confidential, not disclose the information to the public or make use of the information for themselves or for other people directly or indirectly, with or without the reward in return. In addition, to prevent the staff from using the information to disclose other people or their own benefit, including the trade activities, the Company, therefore, set up the policy relating to the use of the internal information of the company as follows :