CG Principle

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:

1. Setting the Corporate Governance Policy
  1. The Company will treat every shareholder and stakeholder on equal and fair basis.
  2. The Company will conduct its business activity with transparency, accountability, and disclose sufficient and comprehensive information to all parties concerned.
  3. The Company will conduct its business activity with constant consideration of risks through appropriate control and management of risk procedures.
  4. The Company’s Board of Directors comprises at least 3 independent directors.
  5. The Company’s Board of Directors will hold a regular meeting, and may hold other additional meetings if required. The date of the meeting will scheduled in advance, together with the clear outline of the meeting agendas. This will be submitted prior to the meeting, together with supporting documents in line with the Company’s articles of association so that Company’s Board of Directors has sufficient time to study the information prior to attending the meeting.
  6. The Company’s Board of Directors values the establishment of an internal control system, both financial and performance control, as well as the supervision of its operation. In this regard, the Board has set up an independent internal audit work unit as part of the Company’s business operation.
  7. The Board of the Company will ensure the application of ethical guidelines to the Company’s business performance, the desired good work ethics of directors and staffs, and will communicate these ethics to all related departments for information
2. Rights and Equality of Shareholders

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. Each and every shareholder has equal rights as follows:

  1. The right to receive information on the Company’s operation on a regular and timely basis.
  2. The right to participate in the shareholders’ meetings, express opinions and
  3. The right to be informed of Company and groups related transactions
  4. Other legal rights
3. Stakeholders’ Rights

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.

  • Shareholders
    the Company discloses information with transparency and reliability in order to create understanding and highest satisfaction amongst its shareholders.
  • Staff
    the Company has consistently treated its staff with fairness, and has assumed responsibility for the maintenance of work environment that is considered safe for the lives and assets of staff, and in strict compliance with the labor law, providing welfare, and paying proper compensation.
  • Clients
    the Company treats all its clients on fair and equal basis, and does not sign direct contracts with any exclusive advertising agency/ product owner client. Neither does it disclose client information to outside parties without receiving prior permission from the client or from authorized personnel within the Group;
  • Business Partners
    the business activities of trade partner must not in any way damage the Company’s business reputation, or contradict with the regulations. Consideration is given to fairness in terms of business operation and mutual interests with clients.
  • Society
    The Company has partnered with Major Care Foundation in activities for the benefit of society.
4. The Shareholders’ Meeting

The Company schedules a General Shareholders’ Meeting once a year, not longer than 4 months after the Company’s fiscal year end date. In 2018, the Company held the Annual General Shareholders’ meeting on 9 April 2018, 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.

5. Role, Leadership, and Vision

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

Director Certification Program (DCP)

  1. Mr. Vicha Poolvaraluk
  2. Mr. Thanachai Santichaikul
  3. Mr. Attapon Chodchoy
  4. Mr. Vachara Tuntariyanond
  5. Ms. Thitapat Issarapornpat

Director Accreditation Program

  1. Mr. Tirachai Vutithum
  2. Mr. Thanakorn Puriwekin
6. Conflict of Interest

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.

7. Business Ethics

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.

8. Balance amongst Non Executive Directors

As of 31 December 2018, 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 44.44% 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.

9. Combining/Separating of Positions

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.

  • Mr. Tirachai Vutithum, Chairman of the Board of Directors, is responsible as the Head of the Company’s Board of Directors, and acts as the Chairman of the Company’s Board of Directors’ meetings. Whenever, the Company holds a shareholders’ meeting, the Chairman of the Board of Directors will assign the Deputy Chairman of Board of Directors, or Chairman of the Management Committee, or Chairman of the Executive Committee to serve as the Chairman of the meeting on his behalf if he is required to perform his duties overseas during that time.
  • Mr. Thanakorn Puriwekin Director and Chief of Executive Offer, and is responsible for being leader of the Company’s management term, responsible for the Company’s performance in accordance with the policy by the Company’s Board of Directors, and reports directly to the Company’s Board of Directors
10. Remuneration of Directors and Executives

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.

11. Board of Directors’ Meeting

In 2018, 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.

12. The Committees

The company sets up the Sub-Committee, namely Audit Committee, Executive Committee (detailed in Board and Committee structure)

13. Internal Control and Audit Policy

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.

14. Board of directors’ Report

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.

15. Investor Relations

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. []

16. Overseeing Usage of Internal Information

The company oversees usage of internal information by stipulating a policy as follows:

  • Executives including their spouse, children under legal age, are prohibited from buying and selling shares of the company. In case information comes to the knowledge of an executive about an adverse affect on purchase and sale of the company’s asset, he will notify an executive of high level only and such information will be revealed to the employees only as necessary for their work performance.
  • Executives including their spouses, children under legal age are to report any change of security holding to the Securities Exchange Commission and the Stock Exchange of Thailand within 3 working days, from the occurrence date of purchase and sale, under Section 59 of Securities and Stock Exchange Act, B.E. 2535 (A.D.1992)