Corporate governance policy
The Company recognizes that good corporate governance is the major factor that enables the organization to have the efficient operation and supports sustainable growth. The CG Policy was drafted by corporate governance and risk management committee and approved by the Board of Directors. On 7th November 2016, the board of directors agreed to revise such policy in order to improve the standard and the operation of the good corporate governance, to be complied with ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard). In this regards, the corporate governance policy and code of conduct are available on the Company’s website http://investor.apthai.com/th/good-governance/good-governance
The Company insists that the implementation of corporate governance principles and code of conduct is the duty and responsibility of all directors, executives and employees. Encouraging employees to have knowledge and understanding to strictly comply with the Company’s Corporate Governance is deemed important. If directors, executives or employees violate the laws, regulations, rules and government regulations as set out, the Company will report the matter to government officials for further action. If personnel found illegal actions and/or corporate governance violations should report complaints or allegations to various channels as determined by the Company, the Company will conduct investigation without disclosing the name of the whistleblower in order to protect the person who reported such complaints or allegations (details as shown in the whistleblowing policy).
The Overview of Corporate Governance Policy and Guideline
Corporate Governance policy and practice covers the nomination and remuneration of directors and executives including the management’s independence, the development of directors, and evaluation of the board of directors’ performance. This also includes supervision of the Company’s subsidiaries and its joint venture, the shareholder’s stewardship, the equitable treatment of shareholders, promotion to exercise the shareholders’ rights, preventing the use of inside information, preventing the conflicts of interest, accountability towards stakeholders, anti-corruption as shown in the Company’s website http://investor.apthai.com/th/good-governance/good-governance
Material Changes and Developments Regarding Policy, Guideline, and Corporate Governance System in the Preceding Year
The implementation of the Good Corporate Governance 2017
In 2021, the corporate governance and risk management committee was considered and reviewed the implementation of the good corporate governance 2017 to be in accordance with the context of company’s business quarterly and proposed to the Board of Directors to reconsider once a year.
The Board of Directors will take note on some unimplemented issues with its developing plans, following up and prioritizing.
Corporate Governance Guideline
Furthermore, the Company’s corporate governance practices were in line with the principle of good corporate governance for listed companies by the Stock Exchange of Thailand, which are presented in 5 categories as follows:
Concerned as the Company owner, shareholders have their rights and votes, according to the laws, in key administration of the Company. Therefore; the Company aims to create highest benefit among shareholders on a basis of equal treatment such as buying or selling shares, receiving dividends, together with an adequate, timely, and complete information. Relations and Corporate Secretary section were set up as a channel for communication where the shareholders can access via telephone, email, and post. In addition, shareholders are entitled to take part in material business decisions, e.g., payment of dividends, appointment and removal of directors, determination of directors’ remuneration and amendment to provisions of the Articles of Association.
1. Shareholders’ Meeting
In 2021, the Company held its Annual General Meeting of Shareholders (AGM) on 29th April 2021, which did not exceed 4 months after the fiscal year end. The Company conducted the proceedings in a manner to ensure that the shareholders were able to exercise their rights in accordance with law, relevant regulations and good governance practices as follows:
Before the meeting
1.1 The Company ensures that shareholders receive clear and adequate information with sufficient time to consider agenda items of the AGM, also, shareholders are able to easily access the Notice of the AGM and its accompanying documents. To this end, the Company posted the Notice of the AGM and related documents on its website (https://investor.apthai.com/en/shareholder-info/document/shareholders-meeting?year=2021) on 22nd March 2021, which was not less than 30 days prior to the meeting date. Then, the Notice of the AGM, in both in Thai and English, together with the 2021 Annual Report (QR code format) was sent via post by Thailand Security Depository Co., Ltd. (TSD) to shareholders on 7th April 2021, which was more than 14 days in advance of the meeting date. The Shareholders were entitled to receive the printed 2021 Annual Report before the date of the meeting from the Company Secretary upon request. The aforesaid Notice of the AGM contained information such as date, time and venue of the meeting, and details of each agenda item (including factual background, rationale, and opinions or recommendations of the board) as well as accompanying documents. The Meeting Notice was also advertised in newspapers during 7th - 9th April 2021, which were three consecutive days prior to the date of the meeting.
1.2 In order to encourage all shareholders (individuals, juristic persons and institutional investors) to attend the AGM and exercise their rights in an equitable manner, the Company delivered the Notice of the AGM together with the Proxy Form to the shareholders for the appointment of proxies to attend the meeting on their behalf in the event that the shareholders were unable to attend the AGM in person. In addition, the Company proposed the name of 2 independent directors, Mr. Nonthachit Tulayanonda and Mr. Kosol Suriyaporn on the notice of the meeting for the shareholders consideration to appoint proxy.
1.3 In order to facilitate attendance to all shareholders and proxy holders, the AGM 2021 was held on a working day – Thursday 29th April 2021 at 14.30 hrs, through electronic platforms according to the Emergency Decree on Electronic Meeting B.E. 2563 and relevant laws. The company will not provide onsite registration. Therefore, all shareholders are requested to attend the meeting via electronic platforms only.
1.4 In encouraging the using of technology, the Company has assigned Inventech Systems (Thailand) Co., Ltd. to arrange online meeting through electronic platforms with pre-registration system. For shareholders who wish to attend the meeting themselves or with proxies who are not independent directors through electronic platforms via PC, laptop and mobile phone. All shareholders are invited to submitted their AGM questions in advance through E-mail or online system during AGM. The IT experts were provided to oversee the meeting for the accuracy and convenience of the registration, and e-vote counting process.
2. The conduction of the shareholders’ meeting
2.2 Directors and executives were to present at the meeting to explain and answer the shareholder’s questions. All directors, executives, auditors, and the representatives of each sub-committee were introduced to shareholders before the start of the meeting.
2.2 The Company conducted transparent shareholder’s voting and allowed shareholders to vote separately in each agenda item. Therefore, the shareholders can exercise their right freely.
2.3 The chairman of the meeting allowed shareholders to have an opportunity to ask questions and/or make recommendations on an equitable treatment basis and provided comprehensive responses to all questions or issues raised. Minutes of the meeting and votes cast under each agenda item were recorded by the Company Secretary.
2.4 The Company counted the votes and announced the voting results of each agenda item with transparency during the meeting by specifying the voting of approval, disapproval, and abstention. In 2021, there were no shareholders opposed to the voting results.
3. The preparation of AGM’s minute and disclosure of AGM’s resolution
3.1 The resolutions adopted were disclosed via SETportal in both Thai and English on websites of the Stock Exchange of Thailand. In 2021, the Company submitted the resolution of AGM’s meeting on 29th April 2021 by classifying the votes into approval, disapproval, and abstention.
3.2 The Company prepared the minutes of the meeting with the significant information such as the name list of directors who attended or missed the meeting, abstracts of the questions, issues raised and the answers or clarifications, and the resolutions with the number of approval, disapproval and abstention votes.
3.3 The minutes of the AGM 2021 in Thai and English were submitted to the Stock Exchange of Thailand on the website on 11th May 2021, which is 14 days following the meeting.
As stipulated in the Company’s Corporate Governance Policy, all shareholders, i.e., major, minor, institutional and foreign shareholders, are entitled to have common shareholder rights and to be treated on an equitable and fair basis. The details are as follows:
1. Providing of Information Before AGM Meeting
1.1 On 22nd March 2021, 38 days prior to the meeting date, the Company posted the notice with related information in both Thai and English on the Company website, which was identical with the hard copies.
1.2 Before the meeting begins, the Company informs the meeting on the proportion of shareholders and the proxy holders, the vote counting procedure, and the voting process.
2. Protection of Minor Shareholders
2.1 The Company allows shareholders to propose the meeting agenda items and names for consideration elections as directors in advance of the shareholders’ meeting. For the AGM 2022, the company disclosed the information of complete criteria proposal on 22nd November 2021 through the Stock Exchange of Thailand’s website and company’s website (http://investor.apthai.com/en/shareholder-info/document/ shareholders-meeting). Shareholders were welcomed to submit the agenda proposal and director nomination from 1st to 31st December 2021, but no agenda items and names of directors were proposed.
2.2 The Company conducts the meeting in accordance with the regulations without switching, adding, revising any agenda items, or modifying previously issued information during the meeting.
2.3 In the agenda item of the election of directors, the Company allows shareholders to cast their votes for individual directors with separated ballots and collected all ballots from all shareholders in every case (approval, disapproval, and abstention).
3. Conflicts of interest by directors
3.1 In accordance with the Securities and Exchange Act, B.E. 2535, the Company requires directors and executives to report any conflict of interest of themselves and their related parties to chairman of the board within 7 days following the end of the year and the day of existing reported items changes. The Company secretary is responsible for collecting such reports. However, no conflicts of interest by directors are reported.
3.2 The Company considers any transactions with transparency and fairness for the best interest of the Company and shareholders. The transactions need to be approved by the audit committee, the board and/or the shareholders in accordance with the notification of SEC and SET related to the acquisition or disposal of assets. Executives or shareholders who have any conflicts of interest reports are not involved in such transactions.
In 2021, the Company had reported the acquisition or disposal of assets transaction of 3 items to the Stock Exchange of Thailand, which did not exceed the transaction size to get approval from shareholders. Also, the Company informed the Stock Exchange of Thailand thoroughly.
The Company emphasizes on the right of a broad range of stakeholders, both internal and external, including employees, creditors, trade partners, governmental agencies, customers and shareholders. The Company’s corporate governance policy includes the role of stakeholder and the treatment of stakeholders is summarized as below:
The Company recognizes that human resources are an essential key for driving the Company to success. Therefore, the Company aims to recruit and develop all employees equally.
The Company also treats employees fairly and adopts a non-discriminatory basis regarding gender, age, nationality or religion. The employees’ interests are addressed through the market based as well as compensation practices (short and long term) and the welfare and benefit are considered as important issues according to their performances. That is, in short term, employees’ performances, the capability to make a profit each year and KPI would be tools in compensation management.
In addition, the Company provides various benefits to the employee who has passed the probationary period as follows:
- Annual check up
- Group insurance, including life insurance, health insurance, and disability insurance.
- Provident fund
- Booking of the AP's condominiums.
- Home loan
- Marriage allowance (all gender including LGBTQ)
- Optical and dental fees.
- Funeral expenses.
- Newborn allowance.
- Scholarship for employees and their children.
Besides, the Company works hard on building culture, good relationship, and good working atmosphere by arranging various activities. Employees are encouraged to suggest ideas for organization development. Therefore, the Company conducts an annual survey and analyzes the results for further improvement.
Moreover, health promotion activities are provided regularly for employees such as “Empower Your Health” campaign to promote exercises in the workplace, “Personalized program” a healthcare service providing in the scope of exercise, food consumption and relaxation, and annual checkup.
Personnel Development based on Core Values
The Company has established AP THAILAND CORE VALUES to develop our personnel based on the Core Values concept. Creating a brand new core value or laying out a strategy initiated from a person is a DNA that cultivates a mindset of over 2,000 employees throughout AP Group in preparation to deliver innovative products and services, harmoniously and flawlessly serving diversified life targets of our customers. Meanwhile, the united core value will lead to robust corporate growth. Followings are the main five elements:
Put People First: We see our employees through their core, be considerate, realize the need of heads, subordinates, colleagues, and customers. Be open-minded to listen to objectives and challenges they are facing.
Build Together: Working as a team that shares collective responsibility in delivering happiness to people-working together happily considering the shared responsibility with colleagues, supervisors, subordinates, and colleagues to achieve great success.
Progress with Purpose: Realize one’s role and together carry on to reach a collective goal. Perform one’s task with a true understanding of the role and values as a part of success toward the goal set forth and in alignment with corporate goal.
Go Beyond: Be determined to approach further than the expectation of people surrounding you, whether they are supervisors, subordinates, and customers. Always be innovative in seeking alternative approaches to work in order to create an improved outcome.
Be Innovative: Open up one’s vision to learning. Determined to make a better tomorrow. Be couraged to ask a question to existing presence. Always improve and build up innovation based on curiosity and gain knowledge by making it happens.
“These elements comprise of Outward Mindset and Design Thinking. The Corporate Core Value is an outcome of real practice. We believe that robust and successful brand purpose is driven from our personnel as the main force.”
In the past year, AP Thailand highlighted the personnel development through an online training course which classified into two tracks:
- Outward Mindset Track
In a new economic era, the importance of human skills is needed more than ever. When technologies and Artificial Intelligence play an essential role in various scopes, for instance, creative thinking and collaboration. This Track is designed to encourage the learner to use and build their Outward Mindset.
- Innovation Track
Looking for new opportunities by connecting to customers (internal and external) via a new approach. Learn and practice the caring techniques in seek of the in-depth need, values and the unmeet needs. Identify problems and look for a new opportunity for growing.
The Company sets up AP Property School to provide knowledge and develop abilities and working skills for employees.
The company holds the principles of honesty and transparency in business conduct by realizing that corruption would affect company reputations, competitiveness, and trust of all stakeholders.
The Company issues very strict guidelines of Anti-corruption policy for all Board of Directors, committees, executives, and every level of employees as stated below:
- 1. Anti-corruption policy
- 2. Anti-corruption measures
- 3. Code of conduct
- 4. Good Corporate Governance
- 5. Accepting/Offering Gifts, Rewards, and Benefit policy
- 6. Whistleblowing policy
Following Anti-corruption policies and measures, the Company provides knowledge to employees via various inside communication channels such as employees’ e-mail, pop-up animation on screen of every computer, and activities. These are to support learning and understanding, and to inform the code of conduct of the Company’s Anti-corruption policy. Besides, Anti-corruption policies and measures are put in new employees’ training curricula.
All employees are able to act as a whistleblower by sending an e-mail to firstname.lastname@example.org or email@example.com. The Company conducts procedures of investigation by setting committees to determine complaints and petitions, in order to create fairness for every whistleblower, also, all data and information of whistleblowers are kept confidentially.
Resource and Environments
The Company recognizes the importance of Safety, Hygiene, and Environment in working operations (SHE), therefore, the policy of Safety, Hygiene, and Environment in working operations is set to provide knowledge and to encourage practicing. Animation information is made to disseminate via inside communication channels such as e-mail and company’s website which are easily accessible. Moreover, training courses for employees, focusing on environment are put in the management curriculum of Construction Curriculum as one of AP Property School curricula.
From the previous year of 2021, accidental rate, leave of absence rate, and sickness rate was recorded as shown below:
1. Accidental rate during work: total 4 cases, details as follow
|2.||July||hand injury caused by glass|
|3.||August||Accident from angle iron|
|4.||November||Head injury caused by slipping|
2. Leave rate:
|Type||Total employees (person)||Total leaves (day)||Average (day/person)|
3. Work related sick leaves
|Total employees (person)||Total leaves (day)||Average (day/person)|
For environmental conservation, the Company enhances employees to operate works without causing any impact on the environment. Employees shall not cause any emission by discharging garbage or wastewater from construction sites to community, also, garbage and dangerous goods from construction are not allowed to be eliminated and create air pollution by burning. Fences are built around construction areas in order to cover dust and debris not to spread out to areas nearby. The Company expects employees to consume resources efficiently, for instance, using reuse papers, and saving energy and water by displaying campaign on boards inside the office building. The Company follows the law of environment by applying EIA before starting any project.
The Company issues a human right policy to encourage the Board of Directors, committees, executives, and employees including employees of subsidiary company to follow strictly. According to the Universal Declaration of Human Rights and Human Rights in Organization, the company holds the recruitment with employment ethics – no discrimination on race, religion, color skin, and gender, also, no children labor or illegal labor. Moreover, the disabled are welcome for the suitable position and responsibilities.
The Company adheres to and strictly complies with the policy of liabilities for consumers. House and condominium care, together with another services are provided with high standard and high quality development. The Company organizes the assessment of construction impact on consumers regularly as well as After Sale Service team. Also, many accessible channels are provided for consumers to easily communicate with the Company – through the website https://www.apthai.com/th/contact, call center 1623, and special call service for AP’s customers 0-2018-9999.
Community (including creditors, business partners, and competitors)
The Company behaves in an ethical and transparent way with creditors, business partners, and competitors based on good faith and business ethics. The Company also operates strictly to comply with stakeholder policy as shown on the Company’s website http://investor.apthai.com/th/good-governance/good-governance
The Company sets creditors policy to encourage the Board of Directors, committees, executives, and employees including employees of subsidiary company to follow strictly. It is taken into action by following the commitment and agreement equitably between all creditors based on the fairness of mutual benefits, in order to create trust and sustainable relationship with creditors. The code of practices is conducted by setting guidelines for guarantee conditions, fund management, and default payment to bring fairness to creditors, both trade payable and financial institutions. The settlement shall be conducted in the period punctually according to the agreement to avoid default payments, and any contracts or agreements shall be followed seriously. In case of the situation which causes impact significantly to financial stability and payment capability, the fund shall be managed by informing the creditors to consider for the solution to prevent damages or loss.
The Company sets business partners policy to encourage the Board of Directors, committees, executives, and employees including employees of subsidiary company to follow strictly by focusing on maximizing the Company’s benefits, conducting business with transparency, and improving collaboration with business partners to generate customers highest benefit. Besides, the Company issues procurement policy, which identifies the criterion of procurements for Company’s project both low rise and high rise, as well as Buyer Code of Conduct for purchasing officers to be the framework and code of practices to operate their duties with honesty, integrity, and transparency by seriously concerning about company’s benefit and equitable treatment for business partners.
However, in selecting business partners, the Company sets the regulations in written notice as illustrated clearly and concretely in the section of procurement and code of practices. The approaches are as follows:
- 1. Comparing and Bargaining approach – at least 3 partners or contractors are taken into consideration and the one with the best offering would be selected.
- 2. Bid Auction approach – at least 2 partners or contractors are allowed in bid auction by proposing the offering and bargaining on date and time quoted by the Company.
- 3. Specific approach – special procurement which requires specific criteria such as, urgent cases related to company’s benefit, materials or works restricted on identifying the producers or expert contractors, etc.
The Company offers the opportunity of business equality without bringing disadvantages to small enterprises of business partners. Also, the Company launches a campaign of creating core value and anti-bribery by providing knowledge to all levels of employees via inside communication channels.
The Company sets competitors policy to encourage the Board of Directors, committees, executives, and employees including employees of subsidiary company to follow strictly by conducting the business according to regulations of business competition with honesty and fairness, based on alliance principle to support each other under the framework, not to bring loss and disconnection. Up until now, including in 2021, the Company had no dispute among competitors.
Furthermore, the Company recognizes the importance of being a part of society that is responsible for helping and supporting the society in providing beneficial public activities for communities. Therefore, the Company sets social policy to encourage the Board of Directors, committees, executives, and employees including employees of subsidiary company to follow strictly. The purpose is to participate in developing the quality of Thai society by continuously supporting and providing activities that are beneficial for communities and public society.
Moreover, the details of the Company’s stakeholders are stated in Sustainability Report as shown in Company’s website in the section of “Sustainability Report”.
Apart from the implementation of policies related to stakeholders above, the Company emphasizes on Anti-corruption by enhancing and supporting every level of employees to build good sense against all types of dishonesty and corruption. To ensure such intention, the Company declared to be the part of the Private Sector Collective Action Coalition Against Corruption (CAC) on February 26th, 2015. Later, AP was officially certified as a member of Private Sector Collective Action Coalition Against Corruption (CAC) by the CAC council on 9th March 2017. The Company has renewed this certificate for another 3 years valid on March 18th, 2020, emphasizing and representing the fact that AP has implemented the procedures and major practices of the anti-corruption to the entire organization.
Communication channels for stakeholders
The board realizes the importance of stakeholders and participation of all stakeholders, so the communication channels are provided for stakeholders to directly give suggestion, advice, or complain about any issues that may cause damages to the Company. Sending e-mail is available through Mr. Kosol Suriyapon, an audit committee member of the company; firstname.lastname@example.org, or email@example.com. The procedures of accepting complaints petitions, and investigation shall be reported to the board.
1. Disclosure of information
1.1 In 2021, the Company disclosed the significant information in accordance with the regulations of listed companies such as the Annual Registration Statement (form 56-1) and the Annual Report (form 56-2) in both Thai and English through the Stock Exchange of Thailand’s website and the Company’s website.
1.2 In Annual Report 2020, the Company disclosed the following significant information for shareholders: director’s responsibilities concerning the Company’s financial report alongside the auditor’s report, a management discussion and analysis (MD&A), audit fee and non-audit fee, names and responsibilities of sub-committee, the number of meeting held, the attendance record of each director, and the remuneration policies for directors and executives.
1.3 The Company designated the Investor Relations to be responsible for communication and disclosure of information on the operating performance of the Company to the investors, shareholders, analysts, and related agencies. The contact person is Investor Relations
AP (Thailand) Public Company Limited
170/57 Ocean Tower 1 Building,
18th Floor, New Ratchadapisek Road,
Klongtoey Sub-district, Klongtoey District, Bangkok 10110
Tel : 0 2261 2518-22
E-mail : firstname.lastname@example.org
Website : http://www.apthai.com/contact-ap/
In 2021, the activities undertaken by Investor Relations are summarized as below:
Activities Times Analyst meeting 4 Investor conferences 3 Road show 4 - Domestic 4 - Global -
Remarks: Due to the COVID-19 pandemic, the 2021 meetings and investor conferences were mainly conducted via video conferences.
2. Minimum Information Disclosed on the Company’s Website
The Company disclosed its information on website such as the Annual Registration Statement (form 56-1), the Annual Report (form 56-2), sustainability report, the notice to the shareholders’ meeting, the article of association, company’s regulations, Memorandum and Article of Association, the CG policy, business ethics for employees and board of directors, and other information. All disclosed information is up to date.
3. Disclosure of Key Performance Indicators
The Company discloses company Key Performance Indicators (KPI), both financial KPI (e.g. revenue and profit) and non-financial KPI (e.g. customer satisfaction), with an intention to continuously build and increase customer satisfaction of the residence by emphasizing on research and product development. The Company organizes marketing research sector and product development sector in order to profoundly analyze customers’ need, especially in the aspect of space utilization that meets customers’ lifestyle. This highlights AP’s qualification of Responsive creator as the company always uses the feedback from the research to help develop new projects. Besides, the Company also organizes the sector of marketing strategy which operates the survey, research, and analysis about customers’ need in each area together with the potential of providing the public utility of every project location. Therefore, the Company is holding sufficient database for the analysis to study market demand on residence in each area along with roles, residence types, locations, and price levels in order to develop company’s project to be the most outstanding project among the Competitors nearby, also, to affirm customers’ pride on selecting company’s product.
1. Board structure
The board of directors’ qualification is in line with clause 68 of the Public Limited Company Act B.E. 2535 and the related notification of the Securities and Exchange Commission (SEC). The board appointed Mr. Pramart Kwanchuen as a secretary of the Board of Directors, in order to handle the meeting in accordance with the relevant rules and regulations.
The Company considered an appropriate Board Structure and balanced their responsibilities. As of 31st December 2021, the board comprised of 13 directors, as shown in the section of management structure.
1.1 The board comprises of directors with the diversity of age, gender, skill, experience, and specific ability, that are beneficial to perform their duties. There are 6 executive directors from total of 13 directors as follows: Mr. Anuphong Assavabhokhin, Mr. Pichet Vipavasuphakorn, Mr. Siripong Sombutsiri, Mr. Wason Naruenatpaisan, Ms. Kittiya Pongpujaneegul, and Mr. Visanu Suchatlumpong. The chairman of the board is Assoc. Prof. Dr. Naris Chaiyasoot, who has no experiences in the property business. The profiles of each director are shown in the attachment.
1.2 There are 7 independent directors as follows: Assoc. Prof. Dr. Naris Chaiyasoot, Mr. Pornwut Sarasin, Mr. Yokporn Tantisawetrat, Mr. Phanporn Dabbaransi, Mr. Nontachit Tulayanonda, Mr. Kosol Suriyaporn, and Mr. Somyod Suteerapornchai, that are more than one-third of the total directors. All of them have qualifications as specified by SET and SEC. There are 4 members of the audit committee as follows: Mr. Phanporn Dabbaransi, Mr. Nontachit Tulayanonda, Mr. Kosol Suriyaporn and Mr. Somyod Suteerapornchai. The independent directors are to review the Company’s operation and act as a balance of power in the board of directors as well as to independently object any issue in the meeting and enable efficient decision making process.
1.3 Each director has a term of position for 3 years, when any directors complete their terms, the board will be proposed to the shareholder’s meeting for approval, details are shown in the corporate governance policy.
1.4 The Board of Directors establishes policy and practices about the directorship in other companies that the Chief Executive Officer, Managing Director, and Executive Directors shall hold a directorship in no more than 5 companies, in conformity with the corporate governance policy.
2.1 The following 4 sub-committees were set up by the board.
- 1. Audit committee.
- 2. Executive committee.
- 3. Nomination and remuneration committee.
- 4. Corporate governance and risk management committee.
The scope of responsibilities of each committee is shown in the section of Sub-committees
2.2 The chairman of the board is an independent director and does not hold any chairman position in any sub-committee in order to create independence.
2.3 The sub-committee meetings are held regularly. The record of attendance, the list of attended persons, and the positions in each committee are shown in the section of Report of Audit committee and other sub-committee’s performance.
3. Roles and responsibilities of the board
3.1 The Board’s duties and responsibilities shall be in accordance with those specified by law, Memorandum and Article of Association, and resolution of the shareholders, as well as the corporate governance policy.
3.2 The board established a written corporate governance policy, which was latest revised on 7th June 2016.
3.3 The Board established a written code of conduct for all directors, executives, and employees in order to provide an understanding of ethical standards for business operation. The details are available on the company’s website http://investor.apthai.com/th/good-governance/code-of-conduct The latest revision of Code of conduct was announced on 3rd January 2018
3.4 The Board considers any conflict of interests thoroughly with no stakeholder involving in the decision making process and provides clear guidelines for the benefits of company and shareholders. The Board also monitors compliance with regulations regarding criteria, procedure, and disclosure of transactions with conflict of interests.
3.5 The Board establishes an internal control including financial, compliance, and policy control. The Board assigns the internal audit to be responsible for auditing such internal control.
In 2021, the Audit Committee conducted the assessment of adequacy of internal control systems in the Audit Committee meeting no.1/2022 held on 22nd February 2022.
3.6 The Board also sets clear procedures on whistleblowing for related parties or stakeholder, ensures that the Company provide protective measures on keeping the whistleblowers’ names confidential, and operates the investigation according to Company’s regulations.
3.7 The Board organizes risk management procedures properly and efficiently. Risk management policy and risk committee are set.
4. Board meetings
4.1 In 2021, the Company set the meeting schedule and agenda in advance and notifies each director in order to manage time for meeting attendance.
4.2 The numbers of board meetings are appropriated with the duties and responsibilities of the board as well as the nature of business operation. In addition, the Company held 10 board meetings in 2021.
4.3 The Company sends all meeting documents to each director at least 7 business days in advance of the meeting.
4.4 The minutes of the Board of Directors’ meeting have all necessary and relevant information, such as date, time, names of directors with presence and absence, significant information, comments, and resolutions. The Company has good storage systems to retrieve the data. The Company Secretary also informs the SEC of the storage place.
4.5 In 2021, the director, who is not in the position of executive, managed the meeting among directors once in order to have a discussion without managing division.
5. Succession Plan
The Company has a succession plan that the chief executive officer and managing director are authorized to nominate a qualified and experienced person to be the executive of the Company.
Good Corporate Governance Guidelines in Other Aspects
According to the CGR survey 2021 by Thai Institute of Directors (IOD), the CG score of the Company was excellent. Nevertheless, some issues may not cover the criteria of the Corporate
Governance Report of Thai Listed Companies and ASEAN CG Scorecard, as stated below:
|The board of directors consist of 5-12 members||The Board of Directors consists of 13 members, who are appropriate for the nature and size of business during expansion. Experts from a variety of professions are needed.|
|The Board of Directors shall set limitations that individual may serve as an independent director for a maximum of 9 consecutive years.||The Company has no limitations in terms of the position of directors since the Company believes that the Company’s Directors with knowledge and capability would be beneficial. Long term experience of the director provides a deep understanding of the Company’s business.|
|Director election through cumulative voting||The Company regulations call for director election to be decided by a majority of votes. Each shareholder carries votes equal to his or her number of shares. The Company has consistently devised other ways to preserve the rights of minor shareholders including its encouragement for them to exercise their right to nominate additional agenda items or nominate directors in advance.|
|The Nomination and Remuneration Committee should entirely consist of Independent Directors and the Chairman of the Company should not be the committee member for check and balance.||The Nomination and Remuneration Committee consists of 3 Independent Directors and 2 Executive Directors, approximately 60 percent of independent directors of the total number of the Committee in which the Company has an opinion that the structure and composition of the Nomination and Remuneration Committee are appropriate since the Nomination and Remuneration Committee consists of Independent Directors more than half of the members of the Committee and the Chairman of the Nomination and Remuneration Committee is an Independent Director.|