Corporate Governance Policy
The Board of Directors is confident that a proper, transparent, and accountable governance system has been put in place, along with checks and balances and an adequate and appropriate internal control.
Alongside these mechanisms is due respect for shareholders’ rights and equality, as well as accountability for all stakeholders. These key factors contribute to the enhancement of the Company’s immunity and to the promotion of balanced and sustainable long-term growth.
CORPORATE GOVERNANCE POLICY
The Board of Directors has prescribed corporate governance policies as operational guidelines for Company Directors, Executive Officers and employees, as follows:
- Company Directors, Executives and all employees are fully committed to the application of corporate governance principles, business ethics and Codes of Conduct for Company Directors, Executives and employees to Company operations.
- Company Directors, Executives and all employees must perform their duties responsibly, prudently, earnestly and honestly in accordance with the relevant laws, Company Articles and Notifications.
- Actions shall be taken to ensure that the Company management structure contains clear prescriptions of powers, duties and responsibilities of each Company Committees and Executives.
- An internal control system shall be installed and risks management shall be managed at suitable levels, including an accounting system and financial statement which are accurate and reliable.
- Information shall be disclosed in a sufficient, reliable and timely matter to the extent that the legitimate interests of the Company are not prejudiced.
- The ownership rights of shareholders shall be appreciated and respected. Shareholders shall be treated equitably.
- Undertakings shall have regard to the responsibilities of shareholders, stakeholders, communities, society and the environment.
- There shall be a determination to strive towards business excellence with commitment to the creation of customer satisfaction by receiving comments and self-assessments in order to enhance management capabilities and continually promote productive creativity.
- Virtue, ethics and good values shall be instilled. Employees shall be treated fairly with a commitment to develop and enhance the capabilities of personnel.
- Dishonest conduct, corruption and intellectual property violations shall be suppressed. Laws and human rights shall be respected.
- Conflict of interests shall be dealt with prudently and reasonably with due regard for the Company’s interests.
The Company has disseminated the corporate governance policies to employees, shareholders and the general public through the Company website www.thanulux.com under the heading Good Corporate Governance
CORPORATE GOVERNANCE POLICY
THE BOARD OF DIRECTORS STRUCTURE
According to company article of association, the Company must not have less than five Directors, Independent Director must not less than one-third of total directors and at least 3 members. In 2022, the Company consists of 9 Directors, which includes 3 Independent Directors.
The Chairman is a Non-Executive Director or Managing Director.
All 9 Directors are able to express their opinions independently with one Director has one vote each, without any member having interested therein.
There are 3 Audit Committees acting
3 INDEPENDENT DIRECTORS
of Independent Director
5 NON-EXECUTIVE DIRECTOR
of Non-Executive Director
3 FEMALE DIRECTORS AND 6 MALE DIRECTORS
of female Director
of male Director
SKILLS MATRIX
of the Directors show the expertise and experience in various fields contributing to the good corporate governance
COMPLIANCE WITH GOOD CORPORATE GOVERNANCE PRINCIPLES FOR LISTED COMPANIES
The Company has determined appropriated code of practice to conform with the business operation approach, with an aim to develop the corporate governance supervision for the listed companies, to oversee the business operation with transparency and fair, taking into consideration benefits of stakeholders as a priority, refraining from giving benefit to particular person and supporting independent performance of the Board of Directors and independent directors.
ORIENTATION AND DIRECTOR’S MANUAL
Newly appointed directors are introduced at the Board of Directors meeting. They are given the business policy, the director’s manual and the annual report for the purpose of reference. The director’s manual has been revised and distributed to all directors and executives for their use. It contains information on the followings:
- Comparison of the company’s regulations, The Public Company Act, Securities and Exchange Act and Good Principles of Good Corporate Governance on topics concerning the performance of directors and executives such as the Board of Directors meeting, the Board of Directors duties and responsibilities, validity of the Board of Directors actions, and directorial elections.
- Charters of each subcommittee.
- Good Principles of Good Corporate Governance Policies. The principles of Corporate Governance are divided into 5 categories, business ethics section and code of conduct for company directors, executives and employees
PERFORMING OTHER MATTERS IN ACCORDANCE WITH GOOD CORPORATE GOVERNANCE PRINCIPLES
In 2022, Annual General meeting, the Company was assessed by the Thai Investors Association. In the project to assess the quality of the shareholders’ meeting.
THE COMPANY RECEIVED A FULL
100
scores (5TIA)
ANNUAL GENERAL MEETING CHECKLIST RESULT (100 SCORE)
The Corporate Governance Report of Thai Listed Companies (CGR Checklist) 2022 was assessed by Thai Institute of Directors Association (IOD) under collaboration with the Stock Exchange of Thailand, Thanulux PCL has been ranked for 88 points, which is a very good range, exceeding the average score of overall listed companies.
CORPORATE GOVERNANCE REPORT (IOD)
| LISTED COMPANIES | THANULUX PUBLIC COMPANY LIMITED | |||||
|---|---|---|---|---|---|---|
| 2022 | 2022 | 2021 | 2020 | |||
| SCORE | SCORE | RESULT | SCORE | RESULT | SCORE | RESULT |
| 85% | 88% | Very Good | 89% | Excellent | 90% | Very Good |