Policies on Good Corporate Governance
Singer Thailand Pcl. recognizes the importance of good corporate governance as an effective mechanism in linking the relationships between the interests and benefits of all Stakeholders groups on a sustainable basis, as well as one of the key factors in enabling the Company to achieve the established business objectives and to achieve growth on a sustainable basis for the longer term.
The Board of Directors has established the principles and policies on good corporate governance of the Company as a guideline for Board Directors, Management and all Staff in conducting the businesses of the Company. As such, all Company Board Directors, Management and Staff have also all been made aware of the established required business ethics together with the policies on good corporate governance, so as to demonstrate their joint intent to strictly adhere to these principles and policies. Additionally, the Company has informed and communicated these key policies and principles to everyone within the organization via various channels of communications, such as: the staff orientation program, internal company newsletters, monthly staff- Management meetings and internal PR notices, as well as via the Company’s website and through various Company activities. This is to reinforce the awareness of and facilitate full and active cooperation by everyone within the organization on a continuing basis.
During 2014, at the Board of Directors Meeting No.203, on 14 November 2014, a resolution was approved relating to the anti-corruption stance and policies of the Company, policy relating to receiving confidential information and complaints, and also the “Revised - 2014 Policies and Principles on Good Corporate Governance” that has been updated to be more appropriate to the possible changes in the overall business situation and environment or in the applicable legal and regulatory requirements; whereby this revised document has been communicated to everyone within the organization through being posted on the Company’s website.
Moreover, the Company has a policy to review and update such policies on a regular basis, so that they are always current, timely and appropriate to the ever-changing applicable laws and regulations.
Structure of the Company’s Board of Directors
The structure and composition of the Company’s Board consist of: the Board of Directors, the Audit Committee, the Nomination and Remuneration Committee, the Executive Committee, the Risk Management Committee and the Management Group; whereby the scope of duties and responsibilities of these various Committees are as follows :
Scope of Duties and Responsibilities of the Board of Directors
- The Board of Directors of the Company is required to carry out its duties and responsibilities fully in accordance with all the applicable laws and regulations, together with the objectives and the Articles of Association of the Company, as well as the established Company policies and the resolutions of the Shareholders Meetings in an honest manner and with all due care, so as to protect and ensure that full benefits are achieved for the Company and all Stakeholder groups
- The Board of Directors must always act with full accountability to the Shareholders of the Company in undertaking activities that will protect the benefits of the Shareholders, with full and transparent disclosures of information to its investors.
- The overall conduct of the Company’s businesses is overseen and guided by the Board of Directors, so as to ensure that the Management Group acts in full compliance with the established policies of the Company; whereby, as specified in the Company’s Ministry of Commerce Affidavit, any 2 of the following 3 Board Directors - Mr. Adisak Sukumvitaya, Mrs. Nonglak Laksanapokin, and Mr. Kittipong Kanokvilairat - signing together and affixing the Company seal, are authorized, in the name of the Company, to legally commit and bind the Company with regards to undertaking any legal actions and fighting any legal proceedings or disputes, together with executing any agreements and financial instruments. However, the Board of Directors retains the right to review and consider making any further changes to the names of the authorized Board Directors as appropriate, in order to achieve maximum management together with operational effectiveness and efficiency of the Company; as well as to assign management and operational authority to the next level of the Management Group further down the line as appropriate.
- The Chairman of the Board of Directors does not hold the Chairman’s position in and is not appointed as a Member of any of the various Board Committees, so as to allow these Board Committees to act in a fully independent manner.
- The majority of the Members of the Board Committees are Independent Directors; as such, this is to achieve full transparency and genuine independence in the discharge of their responsibilities by the various Board Committees.
- In order that these Board Committees are full effective in the discharge of their duties and responsibilities as assigned by the Board of Directors as well as in being able to realize and achieve their established objectives and goals, the various Board Committees should have at least 4 meetings during the year, so as to consider and be able to decide on appropriate actions with regard to any relevant matters or issues that are within their scope of responsibility.
The Board of Directors has established various Board Committees to assist it in the good governance oversight, as follows :
The Audit Committee:
In accordance with the resolution of the Company’s Board of Directors, the Audit Committee was established, consisting 3 Independent Directors, with Mr. Lucksananoi Punkrasamee as the Chairman of the Audit Committee and the Committee Members, who possess the knowledge, experiences and expertise in regards to finance and accounting, as required by the Stock Exchange of Thailand (SET) and other regulatory authorities. This is in order to be able to effectively review the accuracy and creditability of the Company’s Financial Statements, as well as to support the development of financial and accounting reporting systems to conform with universally accepted accounting principles and standards, together with assessing the effectiveness and adequacy of the internal controls system as well as the internal audit and risk management procedures, so that they are more concise, comprehensive, appropriate, up to date and fully effective.
The Audit Committee is to discharge its responsibilities and provides any comments with full independence, with the Internal Audit Department being under the responsibility of and reports directly to the Audit Committee. The Audit Committee also consults and works closely with the external Auditors; whereby it meets with the external Auditors, without any members of the Management Group being present, at least once a year in order to obtain their opinions on various matters. Additionally, the Audit Committee can consult with independent external legal advisors, with the Company being responsible for paying all associated expenses. The Audit Committee holds regular meetings with a total of 4 meetings being held during 2017, and reports to the Board of Directors in accordance with the assigned scope of duties and authority, as stated in the Charter for the Audit Committee, as follows:
Scope of duties and authority of the Audit Committee
In the Board of Directors Meeting No. 172, with the Audit Committee attending, a resolution was approved relating to the following overall scope of duties and authority of the Audit Committee:
- Review that the Company has all the required financial reports, as well as that they are fully accurate and adequate
- Review and ensure that the Company has a system of internal controls, that are appropriate effective and adequate, as well as with assessing the independence of the Internal Audit Department together with being responsible for approving the appointment and transfer or dismissal and performance appraisal of the Head of the Internal Audit Department - or any other unit responsible for internal audit activities.
- Review and assess that the Company fully complies with all applicable securities and exchange laws, together with the relevant applicable regulatory requirements of the SET and other laws relating to the business operations of the Company.
- Consider, select and nominate those deemed fully qualified and independent for appointment as the external Auditors of the Company, together with proposing their compensation as appropriate. The Audit Committee must also meet with the external Auditors, without any members of Management Group being present, at least once a year.
- Consider and review any proposed related party transactions or any other transactions that may involve possible conflicts of interests. As such, this is to ensure these transactions fully comply with all the relevant applicable laws and regulations of the SET, as well as are reasonable and in the best interests of or for the maximum benefit to the Company.
- Prepare the Report of the Audit Committee relating to its oversight responsibilities for inclusion in the Company’s Annual Report, whereby it is signed by the Chairman of Committee and contains all the key points of information as specified and required by the SET.
- Undertake any other activities as assigned by the Board of Directors, with the concurrence of the Audit Committee
The Nomination and Remuneration Committee:
The Chairman of the Nominations and Remuneration Committee should be fully independent, whereby this Committee comprises of 2 Independent Directors and 1 non-Executive Director. During 2017, the Nomination and Remuneration Committee held 6 meetings and reported to the Board of Directors.
The Nomination and Remuneration Committee has the duty and responsibility of selecting qualified persons for being nominated as Board Directors and also as Senior Executives/Management Members of the Company, as well as of determining appropriate procedures for Shareholders to be able to participate in the nomination and appointment process of new Board Directors through proposing qualified candidates to the Board of Directors for consideration and eventual nominations/appointment by the Shareholders Meeting. The Nomination and Remuneration Committee is also responsible for the consideration of guideline in determining, in an independent and equitable manner, the required and appropriate annual remuneration plans for the Board of Directors, the Board Committees, and the Senior Executive/Management Members.
The Nomination and Remuneration Committee has the following defined scope of duty and authority:
Scope of Duties and Authority of the Nomination and Remuneration Committee
In accordance with the resolution of the Board of Directors Meeting,that was also attended by the Nomination and Remuneration Committee, the scope of duties and authority of the Nomination and Remuneration Committee was specified as follows:
- Consider and recommend to the Board policies and criteria for the structure, composition, qualifications and selection of members of the board of directors, board committees and senior management of the Company and its subsidiaries, including appropriate succession plans.
- Subject to the policies adopted by the Board and to shareholder approval where required, select and recommend to the Board suitably qualified candidates for nomination and selection for the appointment of (a) directors, (b) members and chairpersons of board committees, and (c) Managing Directors and executives directly reporting to the Managing Directors, of the Company and of its subsidiaries.
- Consider and recommend to the Board, subject to shareholder approval where required, policies, structures and plans on remuneration, benefits and incentives for directors, board committee members, and senior executives of the Company and its subsidiaries with a view to ensuring that the Company’s overall compensation policies are consistent with the Company’s culture, objectives, strategy and control environment.
- Recommend to the Board policies, criteria and methods for the periodic evaluation of the performance of the members of the boards of directors, board committees and senior executives of the Company and its subsidiaries, and implement the same and report the results to the Board;
- Undertake any other tasks entrusted and assigned by the Board related to the foregoing.
Risk Management Committee:
At the Board of Directors Meeting No. 203, on November 14, 2014, a resolution was approved to establish the Risk Management Committee (RMC) responsible for determining policies and criteria for managing risks in accordance with international principles and practices together with regulations as specified by the SET, as well as for determining applicable risks assessment and risk management measures and also effective ‘warning systems’ that will enable effective management of risks in an appropriate manner. The RMC was also charged with overseeing and monitoring, on a regular basis, that all operational Divisions/Departments manage their respective risks in accordance with established laws, regulations, and specified procedures and processes together with submitting reports on risk management activities. Additionally, the RMC will review, on a regular basis, the established key risk management measures to assess their ongoing effectiveness, and will submit a report of the assessment results together with proposing, at least twice a year, any improvements to these policies lto the Audit Committee, as well as to receive any suggestions from the Audit Committee for further improvement and implementation.
Scope of duties and authority of the Risk Management Committee
According to the resolution of the Board of Directors meeting No. 203, which was attended by the Risk Management Committee, the scope of duties and authority of the RMC was determined, as follows:
- To determine relevant policies and associated criteria relating to the overall management of risks for the Group, that are in accordance with international principles and practices as well as with the regulations as specified by the SET; and then to propose such policies for approval by the Audit Committee.
- To define appropriate and applicable risk management-related preventive measures and procedures for the Group.
- To determine and deploy applicable risks assessment procedures, and to ensure that effective applicable ‘warning systems’ are in place.
- To oversee and monitor, on a regular basis, that all operational Divisions/Departments effectively manage their respective risks in accordance with established procedures and specified processes.
- To oversee and ensure that the Group’s operations fully comply with all relevant and applicable laws and regulations.
- To prepare and submit reports to the Audit Committee, on a regular basis, in regards to any required improvements and corrective actions, in accordance with the established policies and strategies of the Group relating to identified risk factors and their potential occurrence, as well as any applicable risk management from such risks procedures or guidelines and also expected impacts.
- To undertake any other activities as assigned by the Audit Committee.
The Executive Committee:
In accordance with the resolution of the Board of Directors Meeting No.209, on 21 December 2015, with the Audit Committee attending, the Executive Committee was established and held the meeting once a month, with the duties and responsibilities to oversee the Company’s business operations to be in accordance with the agreed strategic directions, together with the operating systems and procedures of the Company and Subsidiary Companies, as well as undertaken in a uniform manner.
Scope of authority, duties and responsibilities of the Executive Committee
- Follow up the management and control the business of the Company in compliance with the objectives, rules, regulations, articles of association, orders, resolutions of the Board meetings and the shareholders meetings, and to formulate the guidelines or commitments for the Administration and Management and management through the Board’s policy.
- Review the business plan and the annual budget of the Company, and submit the same to the Board.
- Consider the strategy for overall growth and investment of the Company.
- Consider and approve the contract, expenditure and investment in stocks or any other securities, including any loans, which each transaction in the amount is significant to the Company’s Financial Statements.
- Cooperate and assist other subcommittees in the performance of their duties.
- Consider and approve the employment, determine the wage, remuneration, welfare, bonus, to Executive Management of the Company.
- If it is necessary, engage consultants or experts in the fields beneficial to business operation of the Company, at the Company’s expense.
- Perform other duties as entrusted by the Board.
Compliance to the SET’s Code of Best Practices for Corporate Governance
The Board of Directors places great importance to looking after and protect the rights of every Shareholder as follows:
- Disclose any important information to all Shareholders on an equal basis as necessary and required, with regard to the Company’s operations in a clear and concise as well as accurate and timely manner, so that such information is sufficiently adequate to make decisions during the Shareholders Meeting.
- Every Shareholder receives all supporting information and documents relating to the Shareholders Meeting that i s complete and adequate, including the opinions of the Board of Directors regarding the various agenda items to be considered, in advance and not less than 14 days before the Shareholders Meeting - which is more than required. The Company also posts on the Company’s website an invitation for all Shareholders to propose, in advance, any agenda items for consideration at the Annual General Shareholders Meeting (AGM) based on the associated applicable procedures; and also communicates information relating to the agenda items to be considered at the AGM on the website prior to the scheduled AGM. This is to allow Shareholders the opportunity to review and study such information in detail.
- In the event that any Shareholder is not able to attend the AGM in person, the Company allows Shareholders to give a power of attorney to an Independent Director or to any other person, to attend and vote on their behalf through using the power of attorney form (together with the supplied duty stamp) that the Company sent out with the Notification of the AGM, that is in a format (as specified by the Ministry of Commerce) that enables Shareholders to clearly designate how they wish to vote. Shareholders can also download this power of attorney form from the Company’s website. Further, the Company also allows Shareholders to join the AGM after it has officially started, in order to exercise their rights to vote on any agenda items being considered where voting has not yet taken place at that time, as well as to be counted as part of the attending quorum from the moment they join the Meeting - unless the AGM considered otherwise.
- Prior to the day of the Shareholders Meeting, the Company allows Shareholders, singly or as a group with not less than 4% of the total voting shares of the Company, the right to propose, in advance, any agenda item and/or a person with all the required qualifications suitable for being nominated as a Director of the Company for consideration at the AGM 2018; whereby the Company allows Shareholders to submit, in advance, any agenda items together with any nominated candidates suitable to be elected as a Board Director for consideration at the AGM between 22 September 2017 to 31 December 2017.
- In 2017, the Company held its Annual General Shareholders Meeting (AGM) No.50 on 21 April 2017, that was attended by all Board Directors; whereby the Company considered it appropriate to hold the AGM at the Conference Room, Flr 30, CAT Telecom Tower, Charoenkrung Road, Bangrak, Bangkok, which is the same as for 2016 since the facilities are convenient and adequate to accommodate the number of Shareholders who expressed their wish to attend the meeting, since it is easily accessible by public transport and offers enough available parking places for all attending Shareholders. Furthermore, this facilitates and enables all Shareholders to attend the Meeting all together and to ask questions or express various opinions and comments in one and the same meeting room, resulting in the Meeting being conducted in an efficient manner. Additionally, it was an opportunity to show case many products sold by the Company to attending Shareholders, as well as allows any interested Shareholders to buy these products at special prices.
- On the day of the AGM, one hour before the starting time, the Company arranged to have sufficient numbers of staff, together with an IT system available on site to greet attendees, to facilitate and assist in the registration process of attending Shareholders, as well as to inspect the relevant documents. To achieve an efficient and speedy registration process as well as to assist Shareholders attending the Meeting, a bar code reader is used to read the pre-printed Shareholder identification No. bar code on each Shareholder’s registration/attendance form or power of attorney form. Further, in exercising their votes for each agenda item considered, the Shareholders’ voting slips for dissenting votes or abstentions only are collected from Shareholders. These voting slips are then counted and then deducted from the total number of entitled votes present at the Meeting at that time, so as to obtain the final vote count; whereby a special computer program for Shareholders Meetings is used to facilitate the accuracy and speediness of this vote counting process, with the final being announced almost immediately after the consideration of each agenda item. Shareholders can also view and inspect this vote counting process at the end of the Meeting.
- At the AGM, one-third (1/3) of the total number of Directors are required to retire by rotation; whereby during the consideration to appoint new Directors, Shareholders are informed of this requirement together with the fact that the total number of nominated persons approved to be appointed as new Directors at any one time cannot exceed the total number of Board Directors allowed and specified in the Articles of Association of the Company. As stated above, the Company allowed Shareholders, during 22 September 2017 to 31 December 2017, to propose, in advance, any qualified person(s) to be considered for nomination and appointment as new Directors of the Company. The Company also allowed voting for the approval of new Directors to be done on an individual nominee basis.
- During the AGM, appropriate and sufficient time is allocated to allow Shareholders the opportunity to freely express their opinions or make comments and suggestions relating to each agenda item being considered before the voting process stakes place, so that Shareholders can be adequately and fully informed of the relevant issues being discussed. As such, the Members of the Executive Committee are present to answer any questions, under the direction of the Board of Directors of the Company, together with involved persons, to note down the questions or opinions as well as provide answers under the responsibility of the Board of Directors.
- An agenda item is included relating to the consideration and approval of the proposed remuneration for Board Directors, whereby the Nomination and Remuneration Committee has reviewed and determined, in a concise and fully transparent manner, the proposed remuneration - in terms of the total amount together with the type of remuneration to be given to each Board Director, details of which are explained to the Shareholders. Further, details regarding the remuneration given to Directors and the Senior Executive/ Management group are also disclosed in the Company’s Annual Report for 2017.
- In the AGM for 2017, the Company considered all the proposed agenda items to be considered in the same order as they appear in the Letter of Notification for the AGM, that was sent in advance to all Shareholders without any changes, and the AGM was not requested to consider any other agenda items in addition to those already indicated in the Letter of Notification for the AGM.
- After every Annual Ordinary or Extraordinary Shareholders Meetings, the Company Secretary together with the Company’s independent legal advisor (Miss Manunya Thitinuntawan, CMT Counsellor Co., Ltd..), who also attend these Meetings, are responsible for recording the Minutes of the Meeting, as well as for distributing these Minutes to the SET within this specified deadline and also for posting the Minutes on the Company’s website within14 days after the date of the Meeting. These Minutes are also always proposed, as the first agenda item, to the next Shareholders Meeting for consideration and adoption. As such, at the AGM the Company is always open to allow Shareholders to express their opinions and comments or to propose any amendments to the Minutes of the previous Shareholders Meeting for the sake of maximum clarity and full accuracy. All approved and adopted Minutes of the Shareholders Meetings are kept, in hard copy format, within the corporate documentation system of the Company under the care of the Office of Company Secretary, as well as in an electronic soft file format together with all the relevant supporting documents for the agenda items considered at the Shareholders Meetings, so as to facilitate any subsequent search and reference as required.
The Company undertakes various activities to ensure that each and every Shareholder or Shareholder group - regardless whether it is a majority Shareholder, a minority Shareholder, or an institutional investor - receives information about the Company that is accurate, adequate, timely and on an equal basis as follows:
Assignment of an Independent Director to look after minority Shareholders
Minority Shareholders can submit their suggestions, opinions or complaints to the assigned Independent Director via e-mail to email@example.com, which is the direct email of the Company Secretary, reporting to the Independent Director, who will review and consider these inputs in an appropriate manner as required, namely: if it is a complaint, the Independent Director will assess all the facts involved, and will rectify the matter as appropriate; or if it is a suggestion that the Independent Director feels is a matter of significant importance that could affect Stakeholders as a whole or the overall business of the Company, then the Independent Director will propose the matter to the Board of Directors for consideration to be included as an agenda item for the next Shareholders Meeting.
As such, the Company has established the principle that minority Shareholders can also propose, in advance, via an Independent Director, any agenda items and/or qualified persons to be considered for nomination as a Board Director for inclusion at the next Shareholders Meeting. This is so that minority Shareholders can genuinely participate in and contribute to the governance of the Company as well as in the selection of those appropriately qualified persons, together with being able to be effective in carrying out the duties as a Shareholder for the maximum benefit of all Shareholders and Stakeholder groups. Those Shareholders - singly or as a group - having a total of not less than 4% of the total voting shares of the Company are entitled to submit, in advance, proposed agenda items or to nominate qualified persons to a possible Board Director for consideration by the AGM not less than 3 months before year end closing period.
Also for the AGM for 2017, the Company has used these criteria and conditions, and has posted them on the Company’s website, together with the Notification for the scheduled AGM and the period for submitting any proposed agenda items etc. However, no suggestions or proposals have been received from any Shareholders during the period in question.
Prevention of Conflicts of Interests Situations
The Board of Directors has established various policies and operating guidelines as follows:
- The Company has a clearly defined and transparent Shareholding structure with no cross shareholdings by the majority Shareholder group; and has, thus, resulted in there being no possibility of any conflicts of interests in favor of one party or the other. The shareholding structure of the Company and Subsidiary Companies has been clearly disclosed in detail, together with the required full disclosure of shareholdings in the Company by members of the Board of Directors.
- There is a clear separation of duties between the Board of Directors, the Executive/Management Group, and Shareholders; thus, there is a lack of any overlap of duties or any interference of authority among these groups. In the event that a Board of Director or Member of Management has a vested interest in any matter being considered, that party cannot participate in the meeting during the consideration of the matter in question, as well as cannot vote. This is to allow the Board of Directors and Management to come to an equitable decision that is of genuine benefit for the Shareholders.
- Policies relating to good governance and to the use of inside information have been determined and documented as part of the scope of operational authority, and have been included in the employees rules and regulations in writing, with all employees having been clearly informed of associated penalties for any violations or any unauthorized disclosures of or any unlawful use of such inside information for personal gains.
Controlling the Use of Inside Information
The Board of Directors of the Company has established various measures to control and prevent the misuse of inside information (or ‘insider trading’), by those involved persons - namely, the Board Directors, Members of Board Committees, Members of Executives/Management Group and Staff in those business units dealing with such information, including their spouses, and children not yet of legal age. Details of such measures can be seen in the section of ‘Control of the Use of Inside Information’
The Company has in place a policy to operate its business through fulfilling its responsibility and accountability towards all Stakeholder Groups for the joint benefit of all on a sustainable basis; whereby the Board of Directors has determined an effective control and management system to ensure that the Company recognizes the rights of all Stakeholders - as specified by both the relevant applicable laws or regulations as well as by those regulations that are documented within the Company’s principles of good corporate governance and Code of Good Business Conduct and Ethics. These operating systems also ensure that the Company acts with full responsibility in looking after the rights of all Stakeholders on an equal basis, as well as taking care of society and the environment in a clear and strict manner. Due to the changing business operations, there are many overlapping Stakeholders groups and higher expectations from these various groups with regard to the Company acting in an equitable manner, and to being able to actively participate actively in contributing suggestions, in making decisions and in undertaking activities relating to key issues - especially those that may have an impact on them.
Thus, the overall treatment of Stakeholders is a matter of increasing importance; and as such the Company has defined 12 key Stakeholders groups together with the various guidelines in treating the respective groups, which can be summarized as follows:
- Shareholders: Apart from the basic Shareholders rights and those specified by the relevant applicable laws and the Articles of Association of the Company, such as: the right to check the number of shares owned, the right to have share certificates, the right to attend Shareholders Meetings and exercise their entitled votes, the right to freely express opinions at the Shareholders Meeting, and the right to receive equitable returns on investments, the Company has also given Shareholders the right to propose any suggestions, via the assigned Independent Director, regarding the operations of the Company in their capacity as co-owners of the Company, whereby every suggestion is to be proposed to the Board of Directors for consideration.
- Staff: The Company attaches great importance to its Staff, who are considered to be valuable resources of the Company; and it is committed to making every staff member feel proud of and confident in the Company. During the past year, the Company has undertaken various projects and activities to promote a good working environment, in order to support the creation of new ideas and actions as well as to enhance the capabilities of the Staff, so that they will be able to perform their duties more effectively. Additionally, the Company has given importance to maintaining the good health of its Staff, through arranging that Staff at every level always undergo a health check-up every year. In regards to work place safety, fire prevention and fire extinguishing systems are placed throughout the Company’s facilities to ensure a safe working environment; and fire drills are also undertaken, both at the HO and the warehouse facilities, at least once a year. Furthermore, the Company promotes and supports a ‘zero accident’ policy, through placing PR posters throughout the Company’s facilities, so that no accidents will occur within the Company; whereby during the last year there were no work-related accidents.
The Company continues to make improvements to the appearance of the office/facilities environment, so that is more appropriate to work in. The Company also promotes and supports its Staff to be learn more about the environment and associated issues, through arranging Staff training programs in order to create greater awareness and for the Staff to make use of the knowledge gained in their everyday life. The Company has also undertaken various activities and associated projects relating to preserving and protecting the environment, together with various other activities for the Staff to join and participate in preserving as well as protecting both the natural resources and the environment.
- Customers: The Company is committed in giving customers of its products and services maximum benefits in terms of both quality and price, together with maintaining and sustaining the established good relations with its customers through choosing only quality products that have received the quality industrial standard or TISI certification. The Company has also established a central customer service center or Call Center (Tel: 66-2234-7171), that is an operating unit responsible for giving assistance and advice to customers on the use of its products or how to solve any product problems, as well as for receiving any customer complaints in order to achieve maximum customer satisfaction; together with Singer service ‘hotline’ (Tel: 668 - 1840 - 4555) to give direct quick responses to customers relating to after-sales services and repairs of electrical appliances.
- Business Partners: The company is committed to operating its business within the framework of open and fair competition as well as honest trade practices together with strictly meeting all agreed terms and conditions, based on the established principles and standards of good business ethics, that have been documented and included in the Company’s Policies and Guidelines on Good Corporate Governance.
- Suppliers and Other Parties Related to its Businesses: The Company has in place policies to take good care of its business suppliers and other involved parties, in regards to the environment, work safety, and payments to be received; together with fully supporting the development of their capabilities as well as business-related and non-business knowledge, in order to enable them to work with increased efficiency and productivity.
- Joint Investors: The Company respects the rights of joint investors and treats them in an equitable manner, as well as fully cooperates with them at all times, so that the joint business operations can achieve full success in accordance with the agreed objectives of the joint venture project.
- Creditors: The Company fully meets all its agreed obligations and commitments as well as all terms and conditions of loans agreements according to expected behaviors towards its creditors, namely: trade creditors and lenders; whereby these principles and guidelines have been documented in the Company’s current Policies and Guidelines on Good Corporate Governance. The Company currently treats all creditors on equal basis, and does not give any guarantees to any one creditor in particular - except in regards to guaranteeing the loans of SG Capital Co., Ltd., a Subsidiary Company in which Singer Thailand Pcl. has a 99.99% equity holding.
- Society and Communities: The Company operates its business in an equitable and moral manner towards all Stakeholders, and adheres to the principles of social responsibility, so as to help develop society as a whole as well as local communities. This is achieved through focusing on supporting the development of the livelihoods of its members, enhancing the happiness of those communities, and giving full support to various community activities - especially those activities related to improving the potential of young people and housewives in creating new livelihoods, skills and improved education. Additionally, the Company also encourages and enables its employees to participate and contribute towards these corporate social responsibilities related activities to help society and local communities, through the established ‘Singer CSR Club’.
- Government organizations and agencies: The Company places great importance on Government organizations and agencies in their capacity as a Stakeholder group, through establishing guidelines that are to be strictly observed by its Staff, so they can act in a correct and appropriate manner. The Company also always cooperates with all Government agencies and supports their various related activities.
- The Press and Media: The Government places great importance on disclosing information and news to the press and media, so that the Company can always communicate with the general public in an accurate, speedy and timely manner.
- Competitors: The Company treats all competitors within the accepted framework of free and fair trade competition, through operating its business in an equitable manner as well as in accordance with the relevant laws and establish Company’s Code of Good Business Conducts. During the past year, the Company has not had any disputes relating to its business competitors.
- The Environment: The Company operates it business by always taking into consideration its responsibility towards society and the environment. The Company fully recognizes the need to conserve energy and protect the environment, through promoting the use of those appliances and products that are energy-efficient. Further, the Company continually develops appliances and products that have the ‘No. 5 energy efficient’ certification. Furthermore, Singer refrigerators use only Non- CFC refrigerants (or C-Pentanc), that do not harm the environment or the ozone layer and which has a ‘O-level’ ozone layer damage certification.
Moreover, the Company constantly instills into its Staff and promotes their knowledge and participation in taking care of and protecting the environment, together with the need to restore and enhance vital natural resources, through jointly undertaking various associated projects or activities, initiated and sponsored by the Company, details of which are given in the separate section on “Corporate Social Responsibility”
Policy Guidelines Relating to Intellectual Property
The Company operates its business activities as well as encourages its Staff to act in full accordance with all relevant applicable laws and regulations with regards to intellectual property rights (regardless of whether it is trademarks, service marks, copyrights, patents, or confidential trade secrets) and other legal proprietary rights - such as: use of copyright computer software programs, whereby all software programs used must be inspected and installed only by the IT Department. As such, copies of the Computer Crimes Act (2007) are posted on each employee desktop computer within the Company so as to serve as reminders of the prohibited associated actions. Additionally, the Company requires that all employees acknowledge and sign an agreement not to disclose any confidential Company information as well as not to violate any computer laws or intellectual property rights of others; whereby new employees must sign this agreement together with their Contracts of Employment.
Policy Guideline Relating to Respecting All Laws and Principles of Human Rights
The Company supports and respects the principles of human rights protection, and ensures that the Company’s businesses is in no way involved with any activities that violate any basic human rights - such as: not supporting forced labor or use of child labor; treating all Stakeholders in an equitable manner; and respecting the basic human dignity without any prejudice or discrimination with regards to place of place of birth, race, gender, age, religious beliefs, nationality and family name, physical abilities/disabilities, skin color, or social status
Position on Anti Corruption and Corrupt Practices
At the Company’s Board of Directors meeting No. 203, on 14 November, 2014, a resolution was made to approve the Company’s policy and position on anti-corruption together with the policy on Whistle - Blower Policy Information and Complaints, as well as to incorporate these policies in Management Handbook, the Company’s ‘Code on Good Business Conduct and Ethics’ and the Policy Guideline for a ‘Zero Tolerance’. Further, the Company has joined and received formal certification from the “Private Sector Collective Action Coalition Against Corruption Initiative (CAC) as organized by the Thai IOD. The Company has assessed the risks relating to fraudulent and corrupt actions, and has determined policies on business ethics relating to anticorruption practices. The Company has also communicated these policy guidelines throughout the organization together with procedures for whistle blowers/informants to submit details of any suspicious involvement by anyone in any alleged fraudulent or corrupt actions; whereby an internal Committee on Preventing and Suppressing fraudulent or corrupt activities has been established. The associated Anti-Corruption Policies and Guidelines Handbook has been documented to fully inform all employees, who are required to sign their acknowledgement of and agreement to fully comply with such policies and practices.
Policy Guideline Relating to Anti-Corruption and Corrupt Practices
The Company has established channels of communications for any Stakeholder to submit information or complaints relating to possible or alleged fraudulent situations. Guidelines have also been established relating to the giving/acceptance of gifts, assets, bribes or other benefits, entertaining or any inappropriate expenses beyond reasonable or authorized amounts, that are not in accordance with the Company’s regulations. Also clear guidelines for the procurement process and for making donations, both of which activities are required to be undertaken in a transparent and equitable manner as well as in full accordance with all the relevant applicable laws and regulations, and established Company procedures.
As such, the Company has communicated these established rules and regulations relating to the activities of the Company to all Members of the Executive/Management group, so that they can also be informed to every employee - especially sales representatives and Field Staff - for their written acknowledgement and confirmation of their agreement to strictly observe these established practices in a correct manner.
Receiving Information and Complaints from Informants (or Whistle-Blowers)
The Company has assigned a Member of the Management to be responsible for directly receiving any information and complaints, together with a Joint Investigation Committee to asses and investigate the accuracy of any complaints in an equitable manner. Policies have also been established in regards to effective internal controls, together with a reporting process with full transparency and accountability, so that everyone can be confident that such investigations will be undertaken in an equitable manner. Additionally, various measures have been established to protect whistle-blowers/informants of any suspicious or alleged fraudulent acts - especially those informants or complainants, who are members of the Company’s Staff, customers or persons assigned by the Company to investigate such possible incidents. This is so that such informants and other involved persons will be fully protected in accordance with applicable laws. Further, these measures have been included in the both the Company’s Policies on Good Corporate Governance and the Company’s Whistle-Blower Policy
In the event that any of the various Stakeholder groups have any suspicions or is aware of any possible or alleged irregular or illegal acts of misconducts, that are considered not to be in accordance with applicable laws, regulations or established Code of Good Business Conducts and Ethics of the Company, then they can submit such information or complaints, together with full supporting details or evidence, to the Company’s Joint Investigation Committee to investigate and establish the truth in a fair manner. This Joint Investigation Committee will then investigate and assess the truth, as well as summarize its findings that will be then be submitted to the Company’s Management for consideration and further action.
Such information and complaints should be sent to these contact details:
Join Committee for Investigation of the Company (to establish the true facts in a fair manner)
Singer Thailand Pcl. Post Office Box 17, Bangrak Post Office
Bangrak, Bangkok 10500
e-mail : firstname.lastname@example.org
As such, during the previous year, the Company has received no disputes, issues, or information of any significance, from any Stakeholder groups
The Company has determined that the disclosure of any information and any communications be a core policy of the Company, whereby an Investor Relations and Corporate Communications Unit was established to represent the Company and to be central communications link between the Executive/Management Group in regards to disseminating and disclosing information. The Company also places importance on the disclosure of information, since it is an operational aspect with potential impact on the decisions made by investors and Stakeholders; thus it needs to be well-controlled through specific measures relating to disclosing both financial and non-financial information, in full compliance with the relevant applicable laws and regulations. Such disclosures should be made in comprehensive detail that are credible, timely and an adequate manner - both in Thai and English - through the SET Community Portal as well as the Company’s website, as well as in full compliance with the relevant applicable laws and regulations as specified by the SEC and SET or other involved Government agencies. Further, these applicable rules and regulations need to be constantly monitored for any current amendments, so as to ensure that the Company is always in compliance such applicable regulations, and to guarantee to Shareholders that the Company operates its business in a fully transparent and straight forward manner, namely:
- Disclose financial and non-financial information in an accurate, comprehensive, and timely manner.
- Prepare the Report of the Board of Directors’ Responsibilities for the Financial Statements for inclusion, together with the Auditor’s Report on the Company’s Annual Report in the Company’s Annual Report.
- Determine policies relating to the required reporting by Directors and Members of Management regarding their vested interests, as well as those of any related parties connected with the interests of the Company and Subsidiary Companies, based on the following guidelines and procedures:
- Report upon initially assuming the duties of a Board Director or a Member of the Management Group
- Report whenever there is any change in the information or status relating to their vested interests
- Report at the end of every year
- Report upon the expiry of the term of office as a Board Director, and upon being reappointed for another consecutive term; but Board Directors need not submit a report if there are no changes in the status relating to any vested interests
- Board Directors and Members of Management are required to submit such reports (on the status of their vested interests) to the Company Secretary, who will then submit a copy to the Chairman of the Board and the Chairman of the Audit Committee within 7 working days from receiving such reports; whereby the agenda item relating to such reports on vested interests must be included for consideration by the Board of Directors Meeting every Quarter.
- Disclose the procedures for selecting and propose nominations of new Board Directors.
- Disclose the duties and activities of the various Board Committees, together with number of times each Committee met together with the attendance record of each Member of each Board Committee during the year.
- Disclose the structure and nature of the business operations, as well as the shareholdings in each Subsidiary and JV Company.
- Disclose information relating to the remuneration for each Board Director, in their capacity as a Board Director and a Member of the various Board Committees.
- Disclose the policy relating to the remuneration for Directors and Members of Management, with details regarding the various types of remuneration and benefits, together with the remuneration for Board Directors as Members of the various Board Committees.
- Disclose policies relating to protecting or taking care of the environment and society, together with the outputs and achievements resulting from the actions undertaken in compliance with these policies.
- Report on the policies and practices relating to good corporate governance, together with the outputs and achievements resulting from the actions undertaken in compliance with these policies.
- Disclose investments in any important projects together with the results of such investments; whereby such disclosures are made via the SET Community Portal and posted on the Company website, so that all Shareholders, investors, the press and media, and any involved parties are fully informed in an accurate, comprehensive and transparent manner in accordance with the Company’s policy of giving great importance to full disclosures of information and transparency, which is a key factor in the overall operations of the Company.
As a result of the Company placing great importance on information disclosures and transparency, that is a key factor in the conduct of its businesses, Singer Thailand Pcl. received the SET Awards for SET “Best Investor Relations Awards’ for 2011 and 2012” for two consecutive years; while in 2016 the Company also received the “SET Outstanding Investor Relations Award ” at the SET Awards ceremony in 2016.
The Investor Relations and Corporate Communications Department of the Company has undertaken activities relating to contacting, informing and communicating with institutional investors, general investors, and Shareholders, together with securities analysts and involved Government agencies on an equal and equitable basis. Shareholders who wish to contact the Investor Relations Unit for further information can do so directly via email at email@example.com or by telephone at 66-2352-4777 Ext: 4727.
During 2017, various activities were undertaken whereby the CEO, Director/Chief Financial Officer regularly met with various individual or institutional investors and securities analysts, in order to make presentations regarding the financial status of the Company and the Management Discussion & Analysis (MD&A); as well as participated in the SET Opportunity Day for investors to present the Company’s operating performance results of overview for the future operating trends of the Company; with details as follows:
- Investors related activities and meetings involving the CEO and individual investors, in order to make a presentation and create a better understanding of the business trends and overall operating activities of the Company.
- Various company visits by and regular meetings or conference calls with securities analysts and investors - via email or telephone - in order to directly answer any questions.
The Board of Directors comprises of qualified persons with the knowledge and abilities that are recognized at the national level, who have a vital role in defining the policies of the Company together with the Senior Management Group as well as in determining the overall long term and short term business plans, financial policies, risks management policies, and procedures together with the overall image and reputation of the Company. The Board of the Directors also plays an important role in the overall governance of the Company, in evaluating the performance of the Company, and in independently monitoring the activities of the Management group, so as to ensure that they always act in full accordance with established policies and plans.
The Board of Directors also establishes a system of internal controls together with an Internal Audit function, and closely monitors the activities of these key internal units on a regular basis at the Board Meetings.
The Company’s Board of Directors comprises of 8 persons, who possess extensive experience in various business areas and disciplines; whereby there are 2 representatives from the majority Shareholder, 2 Executives Directors, and 3 Independent Directors (that is equal to 50% of the total number of Directors); whereby there is an effective balance of power within the Board of Directors.
With regard to the management independence, the Chairman of the Board is not the same person as the Chairman of Executive Committee, so as to separate the respective duties in the determination and oversight of policies and the implementation and operations management of such established policies. The Company’s Chairman of the Board possesses the independence in accordance with the regulations of the SET and has no relationships with the Management Group.
In order to achieve maximum effectiveness in the discharge of their responsibilities as a Board Director, the policy on good corporate governance requires that each of the Company’s Board Director should not concurrently be a Board Director in not more than 5 other listed companies.
The Company’s Board of Directors has established a policy in regards to Members of the Management Groups being a Board Director of other Companies, that any Member of Management should inform and seek prior approval from the Board of Directors. As such, they are not to be a Board Director in any company that operates a similar or competitive business as that of the Company. At present, the CEO and other Executives/Management Group members do not hold any board directorships in any listed or other companies - with the exception of only those Subsidiary Companies in which the Company has a 99.99% equity shareholding
The Company has established a clear scope duty and of authority for the Board of Directors together with a Charter for the various Board Committees that clearly defines their respective scope of duty and authority, which details are disclosed on the Company’s website. Additionally, the Board of Directors has established procedures for their self-performance evaluation on a group through using performance evaluation forms in accordance with those designed and specified by the SET; whereby these performance evaluations results are then summarized for discussions at the Board of Directors Meeting, so that every Board member is made aware of these evaluation results and can use them to make further improvements to their performances
Normally, the Board of Directors holds a Board Meeting every quarter and any special Board Meetings as necessary. The Company clearly determines the proposed agenda items for consideration in advance; whereby the Company Secretary will coordinate and arrange to send out, to all Directors in advance, Notifications of the scheduled meetings together with any supporting information and documents. During the Board Meeting, Directors can freely express their opinions without being influenced by any other person or group of persons.
In 2017, the Board of Directors held a total of 5 meetings, comprising of 4 normal scheduled Board Meetings together with 1 special Board Meeting. For each Board Meeting, all supporting documents relating to each agenda item to be considered are sent out in advance to all Directors at least 3 - 5 days in advance, so that they may sufficiently review and study them in detail prior to the Meeting; and there was 1 Annual General Shareholders Meeting. (whereby the attendance record of each Board Director for Board Meetings during 2017 is disclosed in the ‘Management Structure’ segment.
In the consideration of various agenda items and matters, the Chairman of the Board, who acts as the Chairman of the Meeting allows all Directors to opportunity to freely express their opinions. Voting on any matters is on a ‘majority vote’ basis; whereby each Director has one vote, and any Directors having a vested interest in a matter being voted upon is not allowed to attend that part of the Meeting and/or also not allowed to vote on the matter in question. Further, in the event of a tie, the Chairman has one additional and deciding vote.
Additionally, the Board of Directors places great importance on any ‘related party transactions’ as well as in the careful, equitable and transparent consideration of any possible conflicts of interests situation between involved parties, together with fully disclosing information related to all such transactions in a comprehensive manner. In the event that a Director has any vested interests in any matter being considered, that Director is not allowed to join the discussions, decide or vote on the matter. At the Board Meetings, in the event of a tie-vote, the Chairman of the Meeting has one additional deciding vote.
After each meeting, the Company Secretary together with the legal advisor, CMT Counsellor Co., Ltd, the independent legal advisory firm to the Company and who also attends every meeting is responsible for recording the Minutes of the Meetings, including all key discussion points and opinions expressed by each Director. These Minutes are then considered for adoption as the first agenda item of the next Board Meeting; whereby Directors can comment and recommend any amendments, as required, for the sake of improved clarity and accuracy. The Chairman will then approve the Minutes as being correct and formally adopted, and the approved Minutes are then maintained for safe keeping, as confidential information, in the Company’s documentation system at the office of the Company Secretary, together with a soft copy on file with the list of proposed agenda items for consideration for easy search and reference in the future.
Development of Directors and Senior Executives/Management Members
So as to gain further knowledge and skills, the Board of Directors encourages ongoing skills development and training for those involved with governance and oversight of the business of the Company - such as, Board Directors, Members of the Audit Committee, Executives/Senior Management, Company Secretary, members of the Internal Audit Unit, as well as those coordinating activities with the SET. This is to enable ongoing development and improvements in the respective working activities for increased effectiveness. The Company Secretary together with the Training Department are responsible for compiling the records relating to skills development and training received by Members of the Board and members of the Executives/Management Group as well as for proposing various development and training programs as appropriate for each person to consider and decide in attending various course, programs and seminars
Orientation Program for ne Board Directors
In the event that there is a new Board Director appointed, the Company’s Board of Directors has determined the policy that an orientation program be undertaken together with compiling all relevant background documents and useful information to introduce and educate and inform the new Board Director on the Company’s business model and business operations. Additionally, before the first Board Meeting, introductory meetings with other Board Directors and Senior Executives/Management Members be arranged so as to enable the new Board Director to obtain firsthand information and insights as well as operational activities, together with visits to the Company’s warehouse facilities and branch sales offices. The Company also encourages new Board Directors to join and attend various courses held by the IOD, which will be beneficial and valuable in the discharge of the duties as a Board Director.