- The Company has environmental, health and safety guidelines.
- The environmental and workplace safety policy is disclosed
- The Company has a program in place to monitor its policies on corruption and bribery
- The Company has a Code of Conduct Practices and Guidelines
- The Company has a channel to receive corporate governance (CG) complaints
- The Company has assigned staff to take responsibility over business ethics.
- The Company requires all new staff to attend an orientation on Corporate Governance.
- The Corporate Governance Policy consists of practices that respect the shareholders’ rights.
- The Company provides information about shareholders’ meetings – including date, time, venue, agenda, and regulations – and related documents on its website in a timely manner and well in advance.
- The Company allocates the appropriate amount of time for shareholders’ meetings and encourages shareholders to express their views and raise questions concerning issues related to the Company.
- Shareholders have the right to nominate director and propose agenda items for the Annual General Meeting (AGM).
- Over 80% of the Board of Directors attend shareholders’ meetings.
- Shareholders are allowed to raise questions to Committees on relevant matters.
Equitable Treatment of Shareholders
- The Company allows and facilitates minority shareholders to propose agenda items ahead of the Annual General Meeting (AGM).
- The Company allows minority shareholders to propose nominated director in advance of the Annual General Meeting (AGM)
- The Board of Directors encourages shareholders to use proxy forms that allow the shareholders to dictate the direction of the Board’s votes.
- At least one independent director is nominated at the shareholders’ meeting to act as a proxy alternative for shareholders.
- The Board of Directors allows shareholders to exercise their rights in the individual election of directors
- The Board of Directors has devised a written policy on the use and protection of internal information, and officially announced the policy for everyone within the organization to comply with.
- Each director and management executive is legally required to report his/her status of securities holdings at the Board of Directors’ meeting.
Roles of Stakeholders
- The Board of Directors has devised a policy and practice guidelines on stakeholders, and published the details in the ‘Corporate Governance Policy’ and ‘Code of Conduct’ Handbooks.
- The Board of Directors has provided specific channels where all groups of stakeholders file their complaints regarding corporate governance.
- The Company has set out the Sustainable Development Policy to reinforce its standpoint as a good corporate citizen, as well as its commitment to social responsibility; compliance to laws, regulations and ethical practices; together with equal respect and fair treatment for all parties.
Disclosure and Transparency
- The Company, at its best endeavor, tries to keep information on its website up-to-date.
- The Report of the Board of Directors’ Responsibility in the Financial Statements is presented together with the audited report of the certified public accountant in the annual report.
- The Board of Directors discloses the roles and responsibilities of the Board and Committees, the number of meetings, and the number of meetings attended by each director during the past year.
- The Company reveals its policy on the directors and senior managements’ remuneration, which appropriately reflects each individual’s roles and responsibilities.
The Board of Directors
13 Board members
5 Independent Directors
7 Non Executive Directors
1 Executive Director
99.36% Average attendance of directors at the Board of Directors Meeting for the year 2022
- The Directors’ term of office is clearly stated in the Corporate Governance Policy.
- Chairman of the board is a Non Executive Director.
- Chairman of the board is not the same person as the Chief Executive Officer (CEO).
- Chairman of the Audit Committee is Independent Director
- Chairmen of the Corporate Governance and Nomination Committee and Compensation Committee are Non Executive Directors
- Chairman of the Environment, Social and Governance Committee is Independent Director
- The ‘Corporate Governance Policy’ and the ‘Code of Conduct’ Handbooks are approved by the Board of Directors and reviewed annually.
- The Board of Directors’, Sub- Committee’s and Individual Director performance are evaluated every year
- The CEO regularly reports the succession plan to the Board of Directors.
- The Committees’ performance is reported on an annual basis.
- The appointment of the Company Secretary is approved by the Board of Directors
- Chairman of the Board is not the chairman or a member of any Sub-Committee.
- The appointment of the Lead Independent Director is approved by the Board of Directors
- Independent Directors convene meetings without the presence of executive directors.
- The CEO is required to report activities under the Company’s management development program on an annual basis. The report together with the Company’s succession plan will be considered by the Board.
- The management is required to provide newly appointed directors with necessary information and documents – including those related to the company’s business and its direction.