The Board of Directors recognizes the importance of good corporate governance as an important and essential element in the sustainable growth and prosperity of its business operation, to improve transparency, and to increase shareholders and other related parties’ confidence, The Board has, therefore, devised a policy for the Company which incorporates the principles of corporate governance under the operational regulations of the Stock Exchange of Thailand as follows:
The Company recognizes the significance of shareholder’s rights in accessing information on the Company, through its policy of providing clear information that is transparent, accurate, and fair. In this connection, the Company submits news and information on its performance results, investment in various projects, as well as company and groups transactions on a regular and timely basis. Shareholders are entitled to receive such Company information on fair and equal basis, and are entitled to attend the meetings, vote, and express their opinions during the shareholders’ meeting (as per details in clause number 4). Each and every shareholder has equal rights as follows:
The Company values the rights of every group of stakeholders including staff, executives, trade partners, executives, client, and shareholders and related parties, in accordance with their roles, functions, and responsibilities to comply with the relevant rules and regulations for the purpose of the Company’s healthy performance and stable growth.
The Company schedules a General Shareholders’ Meeting once a year, not longer than 4 months after the Company’s fiscal year end date. In 2015, the Company held the Annual General Shareholders’ meeting on 21 April 2015, in order to consider various important agendas. It has dispatched the appointment/invitation letters together with supporting documents providing sufficient and comprehensive information to the Company’s share registrar for onward delivery to the shareholders to study the afore-mentioned information in detail. Furthermore, the Company facilitated the shareholders’ participation in the shareholders’ meeting by having the meeting room easily accessible, and in the event the shareholder cannot attend the meeting in person, he may authorize other individuals to attend in his place or authorize one of the independent to vote on his behalf.
The Company’s Board of Directors gives importance to meeting attendance, and at least half of the total number of directors must attend the meeting, including the Audit Committee which also comprises the independent directors. At every meeting, the Chairman of the meeting will explain to the shareholders the meeting procedures, the exercise of voting rights, and the right to express opinions. Opportunity will be given for shareholders to make queries and recommendations on various issues, and the Company’s management team, including the financial auditor attending the meeting will answer any questions raised on the agendas.
The Company’s Board of Directors is responsible to its shareholders for the Company’s business performance, and for overseeing that management of the business is in line with the objectives and guidelines set, and in the shareholders’ best interests; while at the same time taking into consideration the interests of all stakeholders.
In its operation, the Board has appointed the Group’s Chairman of the Executive Committee who is responsible for the management of the Company’s regular business affairs, and has clearly defined the roles and functions of the Board of Directors and the senior management so that the operation proceeds most effectively, in accordance with the policy set. The Company’s directors are individuals with knowledge and capability who has undergone various training programs from the Thai Institute of Directors Association-IOD) as follows:
Director Certification Program (DCP)
Director Accreditation Program
The Board of Directors recognizes the significance of carefully considering transactions which may create conflict of interest, related or connected transactions, and will treat them the same way it treats with outside parties, upholding and abiding by the Stock Exchange of Thailand regulations as well as other rules which may be applicable to the transactions.
The Board of Directors, the Committees, the management, and staff have a joint role in performing their duties in line with the Company’s mission, guidelines and desired code of conduct, with honesty, integrity, and fairness which includes performance towards the Company, clients, and every group of stakeholders.
At of 31 December 2015, there were 9 directors in the Company as follows:
|- Executive Directors||3 persons|
|- Non Executive Directors||2 persons|
|- Independent Directors (Audit Committee)||4(3) persons|
In this connection, the Company has 4 Independent Directors or equivalent to 44% of the total number of directors. The Company’s Board of Directors is responsible for performing its duties in accordance with the law, its objectives, and the articles of association of the Company, as well as shareholders’ resolution, with honesty, integrity, and caution in preserving the Company and its shareholders’ interests. Each director’s position has a definite term which is in accordance with the Company’s article of the Company, as well as shareholders’ resolution, with honesty, integrity, and caution in preserving the Company and its shareholders’ interests. Each director’s position has a definite term which is in accordance with stipulate that at each Annual General Shareholders’ meeting 1 out of 3 directors must leave his position, by having the director who has assumed the position longest resign.
The Company separates the position of Chairman of Board of Directors from that of Chairman of Executive Committee, and such positions cannot be assumed by one individual. This serves to balance the power amongst the management for the purpose of appropriateness and transparency. The Company has defined functions by setting clear polices with regard to supervision and management.
The Company determines rates of the remuneration of Directors by holding transparency, appropriated, with approval of the shareholders and base considered on each responsibility, duties, acknowledges, capabilities, moralities. For remunerations of Executives, the Company base determines on conforming to each knowledge, capacities, moralities, and performances.
In 2015, the Company held 4 Board of Directors’ meetings. The Company prepares the meeting invitation, the meeting agenda, together with supporting documents at least 7 days prior to each meeting. The proper timing allocated for the various meeting agendas will be set by the Board of Directors, and an officer will be responsible for recording of the minutes of the meeting, and seriously implementing the meeting resolution, as well as following up, and filing of the previous minutes which have been endorsed by the Board of Directors, ready for review to be undertaken by the Board of Directors and related parties.
(Detailed in Board and Executives attended the meeting P.37)
The company sets up the Sub-Committee, namely Audit Committee, Executive Committee (detailed in Board and Committee structure P.32)
The Company has established an internal control system by setting up the Internal Audit Department which reports directly to the Audit Committee, in order to undertake audit of the internal operation system, and to make recommendations regarding the adequacy and appropriateness of the Company and its subsidiaries’ internal control systems. The Company’s internal control system will also be applicable to executives in order to prevent damages which may arise from the misuse of assets or from lack of proper authority, by clearly setting executives’ scope of authority and responsibility.
The Company’s Board of Directors is responsible for the Company and its subsidiaries’ consolidated financial statements, and financial information which appear in the annual report. The afore-mentioned financial statements have been prepared in accordance with internationally accepted standards, in Thailand, using careful judgments, and the best possible estimate/projections, as well as disclosing sufficient information in the notes to financial statements. This will create stakeholders’ confidence in the Company’s financial statements. In the past, the Company’s Board of Directors had appointed an Executive Committee which comprised highly qualified independent directors with qualification which comply with the Stock Exchange of Thailand’s regulations, to conduct a review, and ensure that the Company’s financial reports are correct and adequate, with an appropriate and efficient internal control system, and to review that the operations comply with the Stock Exchange regulations, obligations to outside parties, and other relevant rules and regulations, including the selection and proposal to appoint and offer remuneration of the auditor.
The Company’s Board of Directors recognizes the importance of disclosing correct, complete, transparent, and comprehensive information which include the financial report, general information ,as well as other relevant information which could affect its share price The distribution of the aforementioned news and information distribution of the aforementioned news and information is for investors and related parties’ information through the various information distribution media channels of the Stock Exchange of Thailand and the Company’s website. (www.mpictures.co.th/mpic/investors)
The company oversees usage of internal information by stipulating a policy as follows: