Guidelines of this policy are detailed as follows:
The company gives importance to equal rights among all shareholders.
The company gives importance to right of every group of stakeholders as described below.
In the meeting, shareholders are able to ask questions and to give opinions or suggestion to the company. In addition, after the company is listed in the securities market, the company will invite the president of directors, representative of Audit Committee, external auditors, and a legal officer to attend the meeting in order to answer shareholders’ questions as appropriately as possible
The Board of Directors takes parts (or approve) in establishing vision, mission statement, strategy, objectives, business plans, and a budget. Also, the committee controls and oversees the executives to assure that business and budget plan is executed efficiently and proficiently. All actions taken reflect the effort to increase economic value of the company, resulting greatest security for shareholders. Audit Committee is established to take charge of preparing proper financial statements, running internal control, disclosing information of the company when there are any related-party transactions occurred, and correcting any transactions suspicious of being conflict of interests.
Whenever there are transactions which are probably the conflict of interest, Board of Directors and the executives will carefully review such transactions with the company’s interest as a priority. Measure used for approving related-party transactions, including policy and guideline of doing related-party transactions in the future has been agreed and approved in the meeting of Audit Committee no.1/2006 on 29 March 2006, and Board of Directors meeting no.2/2006 on 29 March 2006..
The company has developed and issued Code of Ethics for directors, management, and employees to serve as guidelines for proper actions in performing duties. This is communicated to all directors, management team and every level of employees, also public on company’s website which would be best practice to comply the principle of good governance.
In order to prevent the possibility of a person’s or a group of persons’ having an absolute decision power, the company has appointed 4 IndependentDirectors to sit in the committee, which is accountable for more than one third of the whole committee. Balance of power and authorities will promote efficiency of management and overall internal control system.
Chief of Officer does not hold a position of President concurrently in order to separate the duties of policy making, supervision, and routine work management. Scope of duties and authority of Board of Directors and President is clearly stated, resulting that neither the CEO nor President has an absolute power whereas approval from Board of Directors and majority of shareholders is required for execution of significant deals or plans. In addition, President or Board of Directors cannot approve any transactions or proposals in which there is a conflict of interest between such person(s) and the company.
Remuneration of directors is considered upon the assigned duties and responsibilities, and be approved in the meeting of shareholders, whereas those of the management officers is upon the policies as established by Board of Directors, which associated with the assigned duties and responsibilities of the management officers. Apart from the policies of Board of Directors, remuneration of the management officers is evaluated from performance of the individual management officer and of the company
The Board of Directors meeting is held at least once every three months and additional meeting can be held when necessary. The directors can proposed additional issue for the Board of Directors to consider, including offering suggestions at such meeting an open / direct manner. The company will prepare and distribute the minutes of meeting for each Board of Director’s meeting.
According to the resolution of the general shareholders’ meeting (No. 3/2005) dated March 1, 2005, the company appointed an audit committee comprising of four independent directors to assume a 2-year job term as member of the company’s audit committee with scope of authority as specified by The Stock Exchange of Thailand. The audit committee regularly holds a meeting at least once in three months, and may request the company for permission to hold a special meeting in event of an urgent case if necessary.
The company had established an effective internal audit system for both the managerial and operations levels, and clearly specified the scope of authority for staffs at every job level. This serves to protect the company’s assets, segregate the job duties of those being evaluated and those performing the monitoring and evaluations. This will ensure a check and balanced system within the organizations to minimize abuse of authority. Moreover, the company had also established an internal audit division which reports directly to the audit committee and allow the company’s auditor to evaluate and review the company’ internal audit process during the auditing of the company’s annual financial statements.
The company’s Board of Directors is responsible for ensuring that the company’s operations comply with good corporate governance principles, review, approve, disclose the company’s annual financial statements and annual business operations report.
According to the Company’s policy, management has a duty to disclose information to investors on the basis of reliability and accuracy, whereas the information may have an impact on the Company as specified in the regulation of Securities Exchange Committee and SET. Investors are able to contact Investors Relationship directly at Tel. 02-941-6931, 02-941-6931 Email : info@easonplc.com or www.easonplc.com to get Company’s information.