Symbol : ASK
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Updated: 20 Jan 2017 16:37
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Principles of Good Corporate Governance

The Company establishes the operational policy concerning corporate governance system of the management in order to maximize the efficiency of the Company's management. The Company's Board of Directors sets out the Code of Best Practice for directors of a listed company to comply with the Stock Exchange of Thailand approach. Additionally, such Code of Best Practice is set to enhance the transparency and effectiveness of the management which will create confidence to the shareholders, investors and all concerned parties. The Company's principles of good corporate governance are summarized as follows:

Section 1 Shareholders' right

The Board of Directors has recognized the importance of shareholders' right, which has been listed in shareholders' right protection policy, and also encourages every shareholders and institutional shareholders to exercise their rights under the law i.e. the Company profit sharing, the right to sell or transfer stocks, the shareholders' right to obtain the information, the voting right in the shareholders' meeting to appoint or to demote the directors, the remuneration of the Board of Directors, the appointment of a certified auditor, the approval of the audit fee and other issues which may significance effect the company.

In addition, the circulation of the information needed for any shareholders have been listed through the company website "www.ask.co.th" i.e. the shareholders' right for a shareholder or shareholders holding shares and having an aggregate voting rights not less than 1% of all Company voting rights to propose the meeting agenda or nomination of directors. The Company has been disclosed to SET and Company's website since October 15, 2015.

For the year 2015, the Company has circulated the shareholders' invitation letter and supplementary documents for the meeting on the Company' s website since March 10, 2015 (or before meeting 31 days, the Company held the Annual General Meeting of Shareholders on April 10, 2015). Thailand Securities Depository Co., Ltd (TSD) as the Company registrar has sent out the shareholders' invitation letter and supplementary documents and annual report 2014 via registered postage on March 20, 2015 (or before the meeting 21 days). The minutes of the meeting has been revealed to public through the Company website for advance consideration of shareholders on April 24, 2015 or 14 days after the meeting. Moreover, the Company never had any policy to lessen the shareholders' right. The Company will not distribute the importance information immediately on the meeting day, or not put additional agenda or change any details of the meeting without noticing the shareholders in advance. In addition, the shareholders shall be obtained the rights to ask any question to the Board of Directors and attend in the meeting although they come late.

Section 2 Fair and Equitable Treatment to Shareholders

The Company recognizes the importance of the right of shareholders and treats every shareholder included institutional shareholders equally. As a result, the Company will timely, accurately and completely disclose material information and news to its shareholders on a regular basis. In an invitation to the shareholders' meeting, the Company will deliver a meeting invitation letter together with support information relevant to meeting agenda to the shareholders 21 days prior to the meeting date. Invitation letter for the meeting is also announced in the newspaper with complete opinion of the Board of Directors on each meeting agenda in order that the shareholders have sufficient time to consider the information prior to the meeting. Minutes of the meeting are also accurately recorded for further review by the shareholders. The Company intends to provide additional option to the shareholders by authorizing the independent director of the Company as a proxy on behalf of the shareholders in case the shareholders cannot attend the meeting.

In the Year 2015, the Company held an annual general meeting of shareholders which was the Annual General Meeting of Shareholders No.31/2015 held on April 10, 2015 at 3.00 pm. at Grand Hall Meeting Room of Bangkok Club, 28th Floor, Sathorn City Tower, 175 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120. The venue was convenient for travelling by BTS and BRT. Every shareholder is entitled to use his/her right to vote and express opinion or make inquiry before making decision.

Before the meeting

The Company has posted the invitation letter, which detailed every aspects of the meeting through the company website 31 days in advance, since March 10, 2015. The Company has sent the invitation letter including, the Meeting Agenda, the Board of Directors' opinion and the minute of the previous shareholders' meeting and also the Annual report together with the documents important for the meeting, the proxy which detailed the clarification manual. The documents will be handed to Thailand Security Depository Company Limited, the company registrar who has been in charge of distributing the documents to the shareholders 21 days prior to the meeting date.

In 2015, the Company has sent the invitation letter and others importance documents to the shareholders since March 20, 2015 and made an announcement through the Sai Klang News for 3 consecutive days from March 25 - 27, 2015 in order to inform in advance the shareholders and allow them to look through all information before The General Meeting has been called. The Company has sent the documents to all shareholders listed at the date of the closing of the shareholders' registration book on March 11, 2015. In order to facilitate the shareholders who cannot attend the meeting, the company also sent the proxy together with the invitation letter and listed the required documents for the meeting stated the detailed for both the shareholders who will attend the meeting and who will assign the others as the representative in order to assist the shareholders for the preparation of the documents and to avoid any problems which might occur in attending the meeting. Moreover the company has authorized Mr. Pradit Sawattananond the Chairman of the Audit Committee/ Independent Director as a proxy on behalf of the shareholders in case the shareholders cannot attend the meeting.

On the meeting date

The Company has set the venue, and the appropriate time that is convenient for every shareholder and institutional shareholders to assure the security. The Company has provided the sufficient registration counters with "Barcode System" and allowed the participants to register 2 hours before the meeting starts. They can also register prior to or during the meeting. The Company also provided free of charge duty stamps for authorization of proxies. There were some snack and coffee break provided to the shareholders.

The Company has provided the related documents for the meeting such as invitation letter, annual report with CD and book for the shareholders who requested. The Company also appointed the legal consultant to conduct and clarify the details of the meeting, including voting method, counting, the use of ballot and announced the voting result in each agenda. During the meeting, the Company had appropriately and adequately provided the opportunities to shareholders to ask or express their opinions. Regarding the appointing of directors agenda, the Company had set the vote to be separated one by one and collected the ballot of each director for the transparently counted by legal consultant.

The Annual General Meeting No.31/2015 had 7 directors participated including Mr. Lo, Jun-Long Chairman of the Board of Directors/ Chairman of the Executive Board of Directors/ Chief Executive Officer, Mr. Tientavee Saraton Director, Mr. Shen, Ying-Hui Executive Director, Mr. Pradit Sawattananond Chairman of the Audit Committee/ Independent Director, Mr. Anant Svattananon Audit Committee/ Independent Director, Asso. Prof. Dr. Supriya Kuandachakupt Audit Committee/ Independent Director, Mr. Kasem Akanesuwan Audit Committee/ Independent Director, together with Mr. Danai Lapaviwat Secretary to the Board of Directors/ Company Secretary/ Chief Financial Officer. There were also the company's auditor (EY office Limited) and 2 Independent legal advisors (The Capital Law Office Limited) as a Master of Ceremony, Invent tech System (Thailand) Co., Ltd as a Independent Vote Counter during the meeting totaling 4 persons attending the meeting. As a result of the continually enhancing of the quality of Annual General Meeting arrangement, the company was announced as 98.75 score for the assessment of Annual General Meeting Year 2015 arrangement.

After the Meeting

The Company had informed the resolution of the meeting on April 10, 2015 via the Stock Exchange of Thailand's information system. The Company had submitted and published the minutes of the meeting on the Company website within 14 days after the meeting. In 2015, the company had posted the minutes through the company website since April 24, 2015. The event had also recorded both in video and audio format to be distributed to any shareholders who may have an interest and also posted on the Company website and made an announcement through the newspaper for 3 consecutive days from April 22 - 24, 2015 in order to inform the shareholders for dividend payment.

Section 3 Awareness in stakeholders

The Company recognizes and is aware of the importance of all groups of stakeholders, both internal and external including customers, shareholders, employees, creditors, debtors, competitors and others related entities. Moreover, the Company also pays attention to the social and environmental responsibility, since every stakeholder always has a long term support for the company. The Company has disclosed the further information the "Corporate Governance" in company' s website www.ask.co.th in section "Investor Relations" with the following:

  1. Code of Conduct
  2. Facilitating and Promoting to attending the Shareholders' Meeting Policy
  3. Anti-Fraud Policy
  4. Whistle Blowing Policy and form
  5. Employee development program policy
  6. Workplace safety and sanitation policy

The human development policy will be very crucial to help every single employee to develop himself both on the knowledge concerning current responsibility and the skill development in supporting them for the achievement in their career path. The Company therefore provides both internal and external development program for every employee. In year 2015, the company and subsidiary provide all employees totally 79 training programs, 47 programs are internal training programs and 32 programs are external training programs.

The Company has a campaign on safety at work constantly regarding workplace safety and sanitation policy. In 2015 the Company recorded sick leave equal to 2.88 percent of the total employees of the Company and its subsidiary. The Company has no accidents arising from working. The Company has organized the annual health check for the welfare of our manpower to keep all healthy. This project, the Company held annually and operated continuously for more than 15 years.

The Company has provided "Corporate Government Report 2015" in the Company website www.ask.co.th. in "Investor Relations" section for all stakeholders to access.

In order to be a channel for stakeholders' participation, the Company has set up a channel to gather any complaints, suggestions or comments to the board via the Company's website (in Investor Relations Section) or the stakeholders may send by mail or by hand at the Company.

The Company operates business with integrity according to good corporate governance and adhere to responsibility to social and all stakeholders by establishing the Anti-Fraud Policy to identify the responsibility and practices for fraud prevention as clear guidelines for business operations which develop corporate sustainability. The Board of Directors Meeting No.1/2559 has approved declaration of intent in view of establishing the Thailand's Private Sector Collective Action Coalition Against Corruption (CAC). The measures to solve the corruption problems by cooperation among private companies who want to strengthen pressure for change in government sector. The coalition denied any form of bribery and anti-corruption which discourage competition and interrupt business independency.

The Company has disclosed the Whistle Blowing Policy as follows:

Whistle Blowing Policy

The Company has established the Whistle Blowing Policy as a channel for directors, executives, employees and all stakeholders to be able to file a complaint or to report cases of corruption or fraud in significant matter such as the illegal act, act against the rules or the Company's policies, or against business ethics, to help improve or perform action with accuracy, adequacy, transparency, and fairness. The whistleblower's information and reporting subject will be kept confidentially in order to prevent the infringement.

  1. Any staff/ outsider with concern may report such concern through the Company's Internal Audit Vice President. All allegations raised should be made in writing and finally sent to the Company's Internal Audit Vice President. The Internal Audit Vice President shall make preliminary study to decide whether the raised allegation is a suspected fraud event and an investigation is necessary
    • Mrs. Daresnapa Charoonsubvatana: Internal Audit Vice President
      Telephone: 02-679-6226
      E-mail: daresnapa.ch@ask.co.th
    • Regular mail: Internal audit Vice President,
      24th. Sathorn city tower, 175 South Sathorn road, Tungmahamek, Sathorn, Bangkok 10120,
      Facsimile: 02-679-6241-3
  2. In case that the allegation does not stand for a suspected fraud event and no investigation is needed, the Internal Audit Vice President will inform the initiator who raises the concern of the reason not to start an investigation.
  3. If the suspected fraud event is a subsidiary case and without concern of materiality or interest conflict, the Head of the subsidiary concerned will be informed of the case.
  4. As the suspected fraud event is considered material or concerned with interest conflict or considered the Company's case, the Internal Audit Vice President is responsible for carrying out the subsequent investigation and reporting to the Audit Committee and CEO of the investigation result. The CEO is to instruct the actions to be taken and inform the Audit Committee. If the suspected fraud event involves senior management of the Company, the investigation report will be submitted to the Audit Committee.
  5. The Human Resource Department shall be responsible for the subsequent disciplinary meeting as instructed by the CEO of the Company.
  6. The summary report of a material case shall be informed to Audit committee.
  7. As the case is closed, the Internal Audit Vice President may inform the initiator of the result.
  8. Principles
    • The allegation should be raised in good faith, not for personal gain.
    • Anonymous Event Note will not be considered and no action will be taken.
    • All participants in a fraud investigation shall keep the details and results of the investigation confidential.
  9. Contact Information will be accessible on the Company's Web site: www.ask.co.th The record of each allegation and related documents shall be kept by the Internal Audit of ASK confidentially. The retaining period should not be less than three years
  10. Approval and review, these procedures shall be reviewed periodically and amended if necessary.

Protection of Complainants or Whistle-Blowers

Any staff/ outsider who raise allegation with their sincerity are to be appropriately protected by the company as follows:

  1. The Company will keep the whistle-blower and suspect their confidential information.
  2. In case that the Company requires disclosure the information, it must be done as necessary to secure and protect the whistle-blowers and suspects.

Section 4 Information disclosure and transparency

The Company recognizes the important of accurate, complete and prompt disclosure of important information of the company including the company performance information, clearness shareholding structure which detailed in Shareholding Structure section and the corporate governance policy, which was disclosed in the Annual Report, Annual Filing (56-1) and the Company website at www.ask.co.th.

Regarding the quality of financial report, in 2015, the company appointed EY Office Limited, who has been certified by the Securities and Exchange Commission, as an independent auditor. The Company's 2015 financial report was certified with unqualified opinion from the auditor.

Furthermore, the Company establishes the Investor Relations Department to be another channel to disclose the information to its shareholders, the analysts and general investors. The Investor Relations Department can be reached at 02-679-6226 ext 1230, 1231. The information including the shareholders' structure, the organization structure, corporate governance policy, the Board of Directors member, the financial report, the annual report, the invitation to the shareholders' meeting and the minutes of the shareholders' meeting, has been disclosed in the company's website in Investor Relations section.

In 2015, the Company has disclosed and presented the information to related parties as follows:

  1. Analyst Meeting 4 time
  2. Company visit by institution investors in total 1 times
  3. Disclosure of the company's performance to newspaper (Press releases) in total 2 times
  4. Management discussion and analysis via SET 4 times

The Company has initiated the policy for directors to report the conflict of interest in order to prepare the related transactions according to the Securities and Exchange Act.

Section 5 Directors' Responsibility

The Company's Board of Directors has a duty to determine vision, mission, strategy, business plan, budget and objective of the operation of business which can be changed according the business situation and will be reviewed at least 5 years, as well as to supervise the management to perform in accordance with the targeted plan in an effectiveness and efficient manner. It also has a duty to establish the appropriate internal control, internal audit and risk management system, and to ensure that the financial report is provided on a regular basis and with quality under supervision of the Audit Committee in order for the Company to meet the determined target and to provide optimal benefits to all groups of stakeholders. The company has an established term of office for directors in the Articles of Association. The term of each director is set at 3 year, therefore at each General Meeting of Shareholders, one-third of the directors – or if their number is not a multiple of three, then the number nearest to one-third - must retire from office.

The Company also has a balance of power for directors that the Board of Directors consists of 12 directors, comprising 3 executives and 9 non-executive directors. The Company establishes the Audit Committee comprising 4 independent directors. In addition, there is 1 independent director accounting for 42 percent or 5 of 12 of the Board of Directors. The Audit Committee is regarded as the representatives of minor shareholders with the duty to supervise the operation of the Company to ensure its accuracy and transparency.

The Company separates the duty and authority of the Board of Directors, Executive Board and the Audit Committee are clearly separated (as detailed in Shareholding and Management Structure) to ensure the transparency, sufficient balance of power and ability to review the operation of the Company. Resolution on any material agenda still requires the approval from the Board of Directors or the shareholders' meeting. In addition, authority assigned to the Board of Directors, Executive Board and the Chief Executive Officer shall not allow the directors with conflict of interest in any transaction, whether by themselves or by their potential conflict of interest related parties, to approve such transaction made with the Company or Subsidiary.

In 2015, the Company has established the Board of Directors Self Assessment to assess the board's structure and performance. The Board Self Assessment Form consisted of 6 areas: Structure and characteristics of the Board, Roles and responsibilities of the Board, Board Meetings, The board's performance of duties, Relationship with management, and Self-development of directors. The assessment form was provided individual to each director. The 6 assessment areas were included sub-item and director could fill 1-5 score for each sub-item. The company has initially established the individual director assessment (except himself/ herself). The Individual Director Assessment Form consisted of 4 areas: Roles and responsibilities of the director, The director's performance of duties, Relationship with management, and Self-development of the director. For the evaluation of the performance of the Chief Executive Officer (CEO) has been started the evaluation from 2013 in order to assess the CEO's performance for the past previous year with 3 areas of Roles and Responsibilities, Performance, Relationship with the Board of Directors, and Self-development. The all above assessment forms were provided individual to each director. The director could fill 1-5 score for each item. After received the assessment form, the company secretary would evaluate and then informed to the board of directors meeting. In 2015 performance, the company secretary will announce the score for all assessments in the Board of Directors Meeting. The Board of Directors will consider the assessment in order to improve the quality of the Board of Directors, Individual Director and CEO.

Although, the Company has not yet established the policy to limit the number of listed company that a director can hold, none of the Director holds the directorship more than 5 listed companies in which the details are disclosed in the Board of Directors and Managements' Profiles.

Criteria for selection of Directors

The Company does not have an established nominating committee to select directors. The Board of Directors considers a nomination selected to be a director in the structure, board diversity policy such gender, nationality (the Company' directors are both Thai and foreign) and the expertise to complement the existing skill of the Board of Directors and personal qualification for directorship as well as experience, skills, directorship performance and unprohibit person by the law and the regulation of the Securities and Exchange Commission. Before the appointment of new director, the Company would send the letter to SET and SEC in order to confirm the qualification and check for the unprohibit person. The procedure of appointment is as follows:

  1. Each shareholder shall have a number of votes at the equivalent of one share per one vote;
  2. Shareholders shall vote for each individual director; and
  3. After the vote, the candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order until all of the directorial positions are filled. In the event of a tie vote, the Chairman shall have the casting vote.

The Company organized the director orientation for newly appointed directors starting in the year 2008 to familiarize them with the Company information, rule and responsibilities of director and related regulations. The topics covered the company mission and vision, business plan, company background, shareholding structure, organization structure and list of management, standard agenda and minutes of the Board of Directors Meeting in the past year and also enclosed with Directors Handbook to familiarize them in performing the duty of director of a listed company.

The Company would inform preliminary the schedule of the Board of Directors to facilitate the director for attending. However, the informed schedule is for the regular meeting. The extra meeting if any, the secretary to the Board of Directors will send the invitation letter to each director prior the meeting at least 7 day before the meeting. At least one Board of Directors' meeting is held in each quarter with additional meeting to be called if required. The Company requires the directors to attend every Board of Directors' meeting except in case of emergency. Meeting agenda must be clearly indicated prior to each Board of Directors' meeting with the inclusion of agenda on operational monitoring on a regular basis. The Company delivers the meeting invitation letter together with meeting agenda and support documents for the meeting to each director at least 7 days in advance of the meeting date to allow sufficient timing for the Board of Directors to study on the information prior to attend the meeting. In each Board of Directors' meeting, the Chairman of the Board of Directors is obliged to allocate adequate timing in order to enable the management to propose and provide thorough explanation on the material issues. Minutes of the meeting are accurately and completely recorded in writing. Minutes of the meeting, certified by the Board of Directors, will be retained for further examination by the Board of Directors and other related parties.

Summary the Company's directors Meeting in2015

Name No. of Meetings Attended / No. of Total Meeting Name No. of Meetings Attended / No. of Total Meeting
Board of Directors Audit Committee Board of Directors Audit Committee
Dr. Amnuay Viravan 0/6 - Mr. Tientavee Saraton 6/6 -
Mr. Lo, Jun-Long 6/6 - Mrs. Patima Chavalit 5/6 -
Mr. Shen, Ying-Hui 6/6 - Mr. Pradit Sawattananond 6/6 4/4
Mr. Liao, Ying-Chih 4/6 - Mr. Anant Svattananon 5/6 4/4
Mr. Chen, Fong-Long 0/6 - Asso. Prof. Dr. Supriya Kuandachakupt 6/6 4/4
Mr. Chen, Fong-Long 1/4 - Mr. Kasem Akanesuwan 5/6 4/4
Mr. Liu, Chia-Jeang (vacated the office upon the expiration of his term) 1/2 -      

Remark: 1/ According to the resolution of AGM No. 31/2015 held on April 10, 2015, it opined to appoint Mr. Chen, Jer-Jyh as a director.

The Company has set the meeting of Audit Committee, auditor without executive and management as annual basis to enhance the good corporate governance and transparency of financial statements. The meeting is set prior the approval of annual financial statements each year. In 2015, the meeting was February 23, 2015 which is the same date of the meeting of non-executive director.

The company sets out a policy for director selection by seeking a well-versed person with expertise in the Company's business. However, as some directors of the Company hold Taiwanese nationality and have positions in the companies in Taiwan, it is not convenient for them to attend the Company's meeting of the Board of Directors. As such, the Company has the policy to encourage the attendance of the meeting by all directors by arranging the video conference to facilitate the Board of Directors' meeting by all directors accordingly, thereby enabling interaction among the directors despite being in difference places.

The Audit Committee consisted of 4 independent directors with a 2-year tenure and has a duty to supervise the operation of the Company. Details of the authority and duty of the Audit Committee are provided in Management Structure. At least 1 meeting of the Audit Committee is to be held in each quarter with additional meeting to be called if required.

The Audit Committee Member will use their own discretion in reviewing the financial report, internal control and internal audit system and operation of the Company, considering and appointing the Company's auditor, as well as disclosing information on related transaction or transaction with potential conflict of interest. Such Audit Committee will enhance the effectiveness of the Company's control and governance pursuant to the Stock Exchange of Thailand approach.

The Company has defined the meaning of "Independent Directors" more strengthen than the criteria set by the Capital Market Supervisory Board Tor.Chor.14/2551 as follows:

  1. Holding shares not exceeding 0.5 percent of the total number of voting rights of the company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the shares held by related persons of the independent director.
  2. Neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest unless the foregoing status has ended not less than two years prior to the appointment.
  3. Not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the Company or its subsidiary.
  4. Not having a business relationship with the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgment, and neither being nor having been a major shareholder, non-independent director or executive of any person having business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than two years prior to the appointment.
  5. Neither being nor having been an auditor of the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non-independent director, executive or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than two years from the appointment.
  6. Neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-independent director, executive or partner of the professional advisor unless the foregoing relationship has ended not less than two years from the appointment date.
  7. Not being a director who has been appointed as a representative of the Company's director, major shareholder or shareholders who are related to the company's major shareholder.
  8. Not having any characteristics which make him incapable of expressing independent opinions with regard to the Company's business affairs.

In addition, the Company also sets up the Executive Board of Directors comprising 6 directors with a 2-year tenure. Details of the authority and duty of the Executive Board of Directors are provided in Management Structure. It is a policy of the Executive Board of Directors to regularly arrange a meeting at least once a month with additional meeting to be called if required.

Regarding the selection of directors, the Company does not have an established selection committee to select directors. However, the Board of Directors consider the person selected to be director, as someone who must have the appropriate qualifications including experience and skills and based on directorship performance and is not prohibited by law. The information and the details of each Board of Directors can be found in Shareholding and Management Structure section. All Directors who based in Thailand have finished the Director Accreditation Program and some of them have been trained in Director Certification Program. All of the above programs have been conducted by the Thai Institute of Directors (IOD) and the company has sponsored this full-course training. The Company also encourages new director to attend the program. Furthermore, all directors are also encouraged to attend other seminar or training to enhance their knowledge for being a director.

In 2015, Asso. Prof. Dr. Supriya Kuandachakupt, Audit Committee/ Independent Director, has attended "Corporate Governance for Capital Market Intermediaries No.7/2015 and Chartered Director Class No.9/2015 " held by Thai Institute of Directors Association.

The Company has also set up Internal Audit Department as a company's internal business unit and directly report to the Audit Committee in order that the Board of Directors can efficiently monitor the company's performance. In the Audit Committee's meeting No. 2/2007 held on February 26, 2007. The Audit Committee considered and appointed Mrs. Daresnapa Charoonsubvatana to be Internal Audit Department Manager and the Secretary of the Audit Committee since February 26, 2007 based on has internal audit experience in the same business as the Company for over 20 years and continue the qualified status of Certified Internal Auditor (CIA), her training course attendance regarding the Internal Audit operations regularly and understanding the Company's activities and operations. The Audit Committee concluded that she was appropriate to perform this function.

According to the resolution of the Board of Directors Meeting No. 4/2012 as of May 8, 2012, it opined to appoint Mr. Danai Lapaviwat as the Company Secretary (In position presently), to be responsible for and undertake the tasks of the Company Secretary in order to comply with Section 89/15 of the Securities and Exchange B.E. 2535 (including its amendments). In 2013, Mr. Danai Lapaviwat as a company secretary has attended "Company Secretary Program (CSP) No. 50/2013" held by Thai Institute of Directors Association.

  1. Preparing and keeping the following documents:
    - A register of directors
    - A notice calling director meeting, a minute of the board of directors and an annual report of the company
    - A notice calling shareholder meeting and a minute of shareholders' meeting;
  2. Keeping a report on interest filed by a director or an executive;
  3. Performing any other acts as specified in the notification of the Capital Market Supervisory Board.

Board of Directors and Sub-Committee

Board of Directors

The Company's Board of Directors consists of 12 members as of December 31, 2015 as follows:

No. Name Position
1. Dr. Amnuay Viravan   Honorary Chairman
2. Mr. Lo, Jun-Long  Chairman of the Board of Directors 
3. Mr. Shen, Ying-Hui  Executive Director 
4. Mr. Liao, Ying-Chih  Director
5. Mr. Chen, Fong-Long Director
6. Mr. Chen, Jer-Jyh1/ Director
7. Mr. Tientavee Saraton Director
8. Mrs. Patima Chavalit Independent Director
9. Mr. Pradit Sawattananond Chairman of the Audit Committee/ Independent Director
10. Mr. Anant Svattananon Member of the Audit Committee/ Independent Director
11. Asso. Prof. Dr. Supriya Kuandachakupt Member of the Audit Committee/ Independent Director
12. Mr. Kasem Akanesuwan Member of the Audit Committee/ Independent Director

Note:  Mr. Danai Lapaviwat take a position of secretary to the board of directors and company secretary
1/ According to the resolution of AGM No. 32/2015 held on April 10, 2015, it opined to appoint Mr. Chen, Jer-Jyh as director.

Executive Board of Directors

As of December 31, 2015, the Executive Board of Directors consists of 5 members as follows:

No. Name Position
1. Dr. Amnuay Viravan Honorary Chairman
2. Mr. Lo, Jun-Long Chairman of the Executive Board of Directors
3. Mr. Shen, Ying-Hui Executive Director
4. Mr. Chen, Fong-Long Director
5. Mr. Liao, Ying-Chih Director

Audit Committee

The Audit Committee Member was established and appointed from the Annual General Meeting of Shareholders No. 20/2004 to be an independent committee in reviewing the financial report to be submitted to shareholders and stakeholders, internal control and internal audit system and operation of the Company according to the Role and Responsibilities of the Audit Committee.

As of December 31, 2015, the Audit Committee consists of 4 members as follows:

No. Name Position
1. Mr. Pradit Sawattananond Chairman of the Audit Committee/ Independent Director
2. Mr. Anant Svattananon Member of the Audit Committee/ Independent Director
3. Asso. Prof. Dr. Supriya Kuandachakupt Member of the Audit Committee/ Independent Director
4. Mr. Kasem Akanesuwan Member of the Audit Committee/ Independent Director

Mr. Pradit Sawattananond Chairman of the Audit Committee/ Independent Director, has experiences in accounting, financing and reviewing of financial statements.

Management

Management as of January 6, 2016 consists of 6 members as follows:

No. Name Position
1. Dr. Amnuay Viravan Honorary Chairman
2. Mr. Lo, Jun-Long Chief Executive Officer 
3. Mr. Shen, Ying-Hui Chief Operating Officer
4. Mr. Danai Lapaviwat Secretary to the Board of Directors/  Company Secretary/ Chief Financial Officer
5. Mr. Sarayuth Chaisawadi Chief Information Officer/ Acting Chief Administrative Officer
6. Mr.Chonpichet Tantigittipinyo General Manager (Hire Purchase Credit and Marketing Division)

Remark: Mr. Srayuth Khaola-iead President (Hire Purchase Business) has retired the office effective on December 31, 2015
1/ Mr. Shen, Ying-Hui was appointed as Chief Operating Officer effective on January 6, 2016

Risk Management Committee

Regarding the risk management, the company had set up a Risk Management Committee to establish an adequate risk management system and approve risk management policy, procedures and quarterly risk management reports prepared by Risk Management Subcommittee. The risk management system covers important risks which are credit risk, financial risk and operational risk. The risk management procedures include risk assessment, risk management, risk monitoring and risk controlling which will be reviewed every quarter. The members of the committee were fixed with the internal position as follows:

No. Position in the Company and its subsidiary Position in Risk Management Committee
1. Chief Executive Officer  Chairman of the Risk Management Committee 
2 Chief Operating Officer Member of the Risk Management Committee
3. Chief Financial Officer Member of the Risk Management Committee
4. Chief Information Officer Member of the Risk Management Committee
5. General Manager – The Company Member of the Risk Management Committee
6. General Manager- The subsidiary  Member of the Risk Management Committee
7. Executive Vice President- The subsidiary Member of the Risk Management Committee
8. Executive Vice President- Credit Control Secretary to the Risk Management Committee

Power, Role and Responsibilities of Sub-Committee

Power, Role and Responsibilities of the Executive Board of Directors

  1. To generally act on behalf and in the interest of the Company and its subsidiary to carry on the business.
  2. To administrate the Company's business in conformity with applicable laws, company objectives, the article of association, the resolutions of the shareholders' meeting and the Board of Directors.
  3. To consider and have Authority on Credit Approval, Non-Policy Expenses Approval, Non-Policy Assets (Buying and Selling) Approval, and request for approval to the Board of Director for which is beyond the granted authority and/or authorized amount. To consider and have authority on personnel Policy which includes recruiting, transferring, promoting, terminating, compensating, annual salary increase and other related human resource management as granted from the Board of Directors.
  4. To appoint one or more directors in the Executive Board of Directors or other persons to perform any act which is under the supervision of the Executive Board of Directors as the Executive Board of Directors may deem appropriate and within the period defined by them. However, such appointment may be revoked, altered, changed as the Executive Board of Directors deemed appropriate.
  5. To perform any other act delegated by the Board of Directors. In authorizing the Power, Role and Responsibility of the above Executive Board of Directors, such authority shall be under the rules and regulations' of relevant laws, regulations and article of association of the Company. In addition, the members of the Executive Board of Directors or then related persons will not be able to approve the transactions which are not normal course of business of the Company or under generally accepted conditions while they have conflict or participation or interest against the Company or the Company's subsidiary and shall report the transactions to the Board of Directors to comply with the role and regulation of the SET.

Role and Responsibilities of the Audit Committee

  1. To review the Company's financial reporting process to ensure that it is accurate and adequate.
  2. To review the Company's internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit's independence, as well as to approve the appointment, transfer and dismissal of the Internal Audit Department Head or any other unit in charge of an internal audit.
  3. To review the Company's compliance with the Securities and Exchange Act., the Stock Exchange of Thailand's regulations, and the laws relating to the Company's business.
  4. To consider, select and nominate an independent person to be the Company's external auditor, and to propose such person's remuneration, as well as to attend a non-management meeting with an auditor at least once a year.
  5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Stock Exchange of Thailand's regulations, and are reasonable and for the highest benefit of the Company.
  6. To prepare, and to disclose in the Company's annual report, an audit committee's report which must be signed by the audit committee's chairman and consist of at least the following information:
    a) An opinion on the accuracy, completeness and creditability of the Company's financial report
    b) An opinion on the adequacy of the Company's internal control system,
    c) An opinion on the compliance with the Securities and Exchange Act., the Stock Exchange of Thailand's regulations, or the laws relating to the Company's business,
    d) An opinion on the suitability of an auditor,
    e) An opinion on the transactions that may lead to conflicts of interests,
    f) The number of the audit committee meetings, and the attendance of such meetings by each committee member,
    g) An opinion or overview comment received by the audit committee from its performance of duties in accordance with the charter, and
    h) other transactions which, according to the audit committee's opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company's board of directors; and
  7. To perform any other act as assigned by the Company's Board of Directors, with the approval of the audit committee.

Role and Responsibilities of the Chief Executive Officer

  1. Set out policy, plan and business strategy of the Company and monitor the operation of the Company to ensure that the determined policy, plan and business strategy is complied with.
  2. Operate and manage normal operation of the Company's business.
  3. Perform other duties as assigned by the Board of Directors on an ad hoc basis.
  4. Consider to approve the operations of the Company as authorized by the Board of Directors.
  5. Consider to approve the employment and salary, staff transfer, rotation, promotion, termination, rewarding and remuneration provision and any other matters related to human resource management.
  6. Authorized to appoint attorney or assign other persons whom the Managing Director considers appropriate to act on his/her behalf. Such appointment / assignment must comply with the regulations and the articles of association of the Company.

The above authority and duty must be in compliance with law, rules, regulations and the Company's articles of association. However such authority excludes the authority to approve the transaction which the Managing Director or other related persons may have interest in or conflict of interest with the Company or Subsidiary, and is not in the ordinary course of business or not complied with trading conditions as authorized and/or within a limited determined by the Board of Directors. The approval will be made according to the regulations, conditions and methods regarding related transactions and acquisition or disposal of core assets of the listed company in compliance with the rules and regulations of the Stock Exchange of Thailand or the notification of the Office of Securities and Exchange Commission.

Criteria for selection of Directors

The Company does not have an established nominating committee to select directors. The Board of Directors considers in the structure, diversity and the expertise to complement the existing skill of the Board of Directors and personal qualification for directorship as well as experience, skills, directorship performance and who is not prohibited by the law and notification of the Security and Exchange Commission. The criteria for selection of directors according to the Company Article of Association are as follows:

The shareholders' meeting shall elect the directors by majority vote in accordance with the following rules and procedures:

  1. Each shareholder shall have a number of votes at the equivalent of one share per one vote;
  2. Shareholders shall vote for each individual director; and
  3. After the vote, the candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order until all of the directorial positions are filled. In the event of a tie vote, the Chairman shall have the casting vote.

The selection of Chief Executive Officer, the board of directors shall preliminary screen for candidates with required and appropriate qualifications, knowledge, skills, and experience that can be beneficial to the operation of the company, together with an understanding of the company's business and an ability to manage the organization to achieve the objectives and targets set by the Board of Directors. Then propose to the Board of Directors for consideration and approval.

Guideline of Subsidiary Management

Procedure following :

  • The appointment, dismissal, and performance review of the Company legal representative, who is appointed to Subsidiary due to stake holding, shall be approved by the Company. The Company representative includes company promoter, authorized representative, director, supervisor and others.
  • To protect the Company's rights and interests, the company representative appointed by Company shall exercise authorities, fulfill duties, and observe the Company's instruction under the relevant laws and ordinances, articles of Incorporation, contract, ect.
  • Subsidiary shall pursue approval from the Company for matters regulated by the rule of " Subsidiary's matters reserved for Holding Company".
  • Subsidiary shall hold business review meeting (the Meeting) regularly and invite persons designated by the Company to attend the meeting. Minutes of the Meeting shall be submitted to Corporate Secretary for the Company's review.
  • Subsidiary shall accept regular audits from the Company. The Company can also appoint an auditor to conduct extra audits on Subsidiary at any time, whenever necessary.
  • Cohere with the rule of "Guideline of Managing Subsidiary Performance Reports", Subsidiary shall submit relevant reports and statements to the Company regularly or upon request.
  • The policies and procedures of Subsidiary shall comply with the rule of "Guideline of Company Policies and Procedures Management" stipulated by the Company and shall be maintained and updated regularly.
  • When the continuity of business or the investment reason of Subsidiary is vanished, the company-dissolving proposal or stake-selling project shall be submitted to Corporate Planning Department and subject to the approval of Board of Directors.

Supervision on the Use of Internal Information

The Company sets out the policy on a supervision on the use of internal information and complies with the policy in a strictly manner. Details of the policy can be summarized as follows:

  1. The information is provided only to relevant parties while at the same time emphasis is made to the officers to retain the information cautiously. If the information is required for disclosure, report or disclosure of such internal information can be made only by the assigned person.
  2. Notification must be made to all directors and management of the Company pertaining to their duty and responsibility on the internal information by not using internal information for their personal interest, including securities trading.
  3. Every director and management of the Company is made aware of their duty and responsibility in providing a report of change in securities holding by themselves, by their spouses, minority and by other parties related to directors and/or management, pursuant to Section 258 of the Securities and Exchange Act B.E. 1992, within 3 days from the date of a change in holding of the Company's securities. Such requirement is in compliance with Section 59 of the Securities and Exchange Act B.E. 1992. In addition, the Board of Directors sets the policy that all directors have to inform the change in shareholding by sending the copy of the report to the Company Secretary in order to inform in the next Board of Directors Meeting.
  4. Directors, management and employees in the division receiving internal information are recommended to avoid or suspend their trading of the Company's securities for a period of 1 month prior to the disclosure of financial statements to public. These persons have to sign the acknowledgement of restrain the internal information.

Disciplinary penalty is determined should the policy be violated. Punishment will be determined based on the intention of the action and the severity of such wrongdoing.

Auditor's Fee

In Year 2015, the Company and its subsidiary's remuneration to the auditors were summarized as follows:

  1. Auditing fee to:
    • The office employing such auditor in the previous financial period totaling Baht 2,830,000.
      The Company's remuneration to the auditors 1,470,000 Baht
      The subsidiary's remuneration to the auditors 1,360,000 Baht
    • The person or business related to such auditor and its office in the previous financial period for auditing service totaling Baht 0 and no for other expense related to auditing service.
  2. Fee from other services
    The Company and its subsidiary's fee from other services were derived from such expenses as document delivery, traveling expense and other expenses etc., to the following parties:
    • The office employing such auditor in the previous financial period totaling Baht 18,924.
      The subsidiary's fee from other services 16,728 Baht
    • The person or business related to such auditor and its office in the previous financial period totaling 0 Baht