The Board of Directors believes that compliance with the Good Corporate Governance Code, which is the foundation of sustainable development and business value creation, will bring about competitiveness and desirable profitability.
To this end, the Board has considered long-term effects, ethical business practices, respect for and responsibility towards shareholders and stakeholders, benefits to society, eco-friendly developments, the minimization of environmental impact, and the ability to cope with change.
The Board of Directors has appointed Governance Committee to specify a criteria and guidelines for good governance, review and revise Company’s strategic plan to comply with changes of business, rules, notices, regulations as well as relevant law. Moreover, the Company has established many channels of communication regarding good governance for Directors, Executives, and all employees. They are provided below.
- All new employees will receive job orientation on the Good Corporate Governance policy, the Business Ethics, The Code of Conduct for Directors, Executive and employees as well as the Anti-Corruption policy.
- The Company applies intranet system, Company group Line, and Company website www.thanulux.com as channels of internal communication in any case of ethic violation on business. The Company has monitored the ethic violation on business and annually reported to the Board of Directors. Not any violation was found in 2021.
- The Board of Directors specifies the assessment of the Board of Directors’ and sub-committee’s working performance at least once a year. In 2021, the result of assessment shows “very satisfied”.
The Company has adopted good corporate governance principles since 2002 and The Board of Directors Meeting No.7/2018 held on December 18, 2018 reviews and approves the Good Corporate Governance principles, 2nd revision for listed companies 2017 (CG Code) to suit with the business operation with details as follows:
- The Good Corporate Governance Policy
- The Eights Principles of Good Corporate Governance
- PRINCIPLE 1The Board of Directors shall be aware of its leadership roles and responsibilities in the creation of the Company’s sustainable prosperity.
- PRINCIPLE 2The Board of Directors shall define the Company’s objectives to ensure sustainability.
- PRINCIPLE 3The Board of Directors shall strengthen its effectiveness.
- PRINCIPLE 4 The Board of Directors shall nominate and develop senior executive officers and ensure good people management.
- PRINCIPLE 5 The Board of Directors shall nurture innovations and responsible business practices.
- PRINCIPLE 6The Board of Directors shall provide an adequate system of risk management and internal control.
- PRINCIPLE 7 The Board of Directors shall ensure information disclosure and financial integrity.
- PRINCIPLE 8 The Board shall encourage engagement and communication with shareholders.
- The Business Ethics
- The Code of Conduct for Directors, Executive Officers, and Employees
The Board of Director required the Eight Principles of Good Corporate Governance be adapted to the Company’s business conduct, covering the following five aspects:
RIGHTS OF SHAREHOLDERS
The Board of Directors appreciates and respects the ownership rights of shareholders. As a consequence, corporate governance principles have incorporated safeguards for shareholder rights, including the non-violation or non-infringement thereof.
The Board of Directors assumes the function of overseeing the equitable benefits of shareholders, as well as supporting and promoting all shareholder groups whether foreign or domestic, major, retail or institutional shareholders to enable the exercise of their respective rights, as follows:
1.1Basic rightsReferred to the right for shares transaction, the right to receive profits allocation in term of dividend payment based on outstanding shares, the right to access company information in sufficient, timely, and consistent manner, the right to nominate candidates to be elected as directors, the right to attend and cast votes at the shareholders’ meeting, the right to elect individual company director and approve directors remuneration, the right to remove directors, the right to appoint company auditor and approve audit remuneration, and the right to appoint proxy to attend and cast vote on his/her behalf.
1.2The right to significant information accessShareholders were entitled to access information on an equitable basis. In that regard, the company facilitated information distribution in both Thai and English languages, via the channels of The Stock Exchange of Thailand and company website, to provide shareholders with additional access channel. Such information included performance results, connected transactions, changes in the funding structure, and changes in supervisory control, transactions of significant company assets, and other information essential for decision-making by shareholders.
1.3The right to attend the shareholders’ meetingThe Company held its annual shareholders’ meeting regularly each year, within 4 months after completing its accounting year. Nevertheless, in the event of such emergency situations possible affecting the shareholders’ interests, or involving amendments to the laws or company articles requiring approval by the shareholders, the company was authorized to convene the extraordinary shareholders’ meeting on a case by case basis. The company held its meeting at such date, time, and venue, deemed convenient to the shareholders, to facilitate their meeting attendance.
EQUITABLE TREATMENT OF SHAREHOLDERS
2.1The shareholders’ meeting
01The Company granted an opportunity to shareholders to propose meeting agenda in advance, as well as to nominate suitable persons for election as Directors in the General Meeting of Shareholders. A proposal could be made between during December each year pursuant to the rules and procedures stipulated and published on the Company website. Notice was also given to shareholders through the Stock Exchange of Thailand information system, as well as provided the opportunities for Shareholders to submit the questions in advance before the meeting. No shareholder made any proposal for an addition to the meeting agenda and did not sent any Question in advance.
02The right to vote at the meeting was in accordance with the number of votes held by the shareholder. Each share carried one vote. There was no share which carried a preference or limitation on the voting rights of other shareholders.
03In the case of foreign shareholders, the company sent out meeting invitation letter in English, to facilitate the understanding by foreign shareholders, as well as disseminating said information on company website made accessible at the same time as The Thai version.
04In the case where shareholders could not attend the meeting in person, the company allowed said shareholders to appoint proxies from independent directors or other parties, to attend the meeting on own behalf. The company provided clear details pertaining to the proxy appointment letter, sent together with the proxy appointment letter (form B), allowing the shareholders to instruct own voting direction.
05The voting procedure for each meeting agenda was carried out in a transparent manner, with the voting ballot provided the shareholders for each agenda, whereas only disapproval and abstention votes were kept afterwards. Nevertheless, for the agenda related to directors’ appointment, all voting ballots bearing the signature of each shareholder were collected and kept as evidence. Vote tallying was carried out using the barcode system and displayed on-screen in the meeting room after the end of the agenda, to facilitate convenience, transparency, and easy verification.
06Shareholders were given the right to pose questions in the meeting of shareholders.
2.2Supervision over inside informationThe Company has laid down the policy safeguarding against inside information abuse, by stating in writing in the business ethics manual, and the code of conduct for company directors, the management and employees, not allowing Company Directors, the management, and employees, to exploit the information or assets belonging to the company, or accorded own position, in such manner seeking unjust gains for own self or for others. In relation to this, the Company handed out relevant manuals to Company Directors, the management, and the employees, to serve as guidelines for their business operations and assignments, while also disseminating those information on company website. Detail had been shown on the Item Supervision of inside information. Furthermore, the Company also incorporated above information into company regulations, together with the penalty provision.
2.3Supervision over the transaction of Company securitiesThe Board of Directors has prescribed measures to oversee securities trading and reporting of interests of directors and executives. The Company forbade the Directors, the management, and the employees working in those departments accessible to inside information, to engage in the transaction of company securities, during the period of 1 month before the disclosure of such information to the public.
The company distributed said instructions in circular to all concerned parties each quarter, together with the penalties to be imposed in the case of violation or non-compliance with said regulation. In 2022, all the company directors and management members strictly followed accordingly, without engaging in such transactions during said period.
2.4Treatment of conflict of interestsThe company treated the issue of conflict of interests with caution and reason, with the company’s interests in mind, price setting is on fair trade terms, in the same condition as outsider The Company laid down operations systems in a transparent manner, deemed as one major policy regarding good governance practice and business ethics for the company. The company controlled the implementation of connected transactions being conducted in the fair market price, in accordance with the normal business, so as to comply with the announcement by The Capital Market Supervisory Board. Before implementing each connected transaction requiring prior approval from The Board of Directors, the item was first proposed to The Audit Committee for endorsement prior to submitting to The Board of Directors for further approval. The directors with possible conflict of interests were not allowed to take part in the meeting. Afterwards, the company informed said meeting resolution to the shareholders via the news channel of the SET together with the company website. The information included the disclosure of names and relationship of connected parties, pricing policy, transaction value, and other related details, as well as the opinions of The Board of Directors pertaining to such transactions.
Furthermore, the company held The Board of Directors’ meeting subsequent to the shareholders’ meeting each year, to decide on the approval criteria for business transactions under normal business term, conducted between the company and the directors, management members, or connected persons. Such transaction items were to be concluded and reported to The Board of Directors on a quarterly basis.
2.5Supervision over assets transactionthe company supervised assets transaction in accordance with the announcement by The Capital Market Supervisory Board regarding the acquisition and disposal of assets, whereby directors with possible conflict of interests were not allowed to participate, so as to facilitate fairness and transparency.
ROLE OF STAKEHOLDERS
The Board of Directors appreciates and respects the rights of all stakeholders. Regard is given to the rights under the law or agreements executed by the Company. As a consequence, a policy has been determined as a guideline for treatment of each stakeholder group.
Further regard is also given to communities, society and the environment. This policy aims to achieve sustainable development, combat wrongful and corrupt practices, prevent intellectual infringement, as well as respect human rights.
The Company has prepared a Code of Business Ethics and Employee Conduct for Company operations in order to secure confidence that all stakeholders will be protected and treated fairly and equally.
The Company respects the rights of both major and minority shareholders as required various laws and regulations. All shareholders are treated equally. The Company strives to satisfactorily represent the shareholders in advancing the businesses as well as generating a fair return in accordance with the dividend policies of the Company. In addition, the Company has mechanisms for ensuring the trust of shareholders in obtaining accurate information, controlling connected transactions, and having measures for preventing conflicts of interests. Measures have also been in place to prevent the exploitation of insiders’ information for personal benefits, including the use of such information for the trade of the Company’s securities, especially in the 1month period prior to the disclosure of financial statements to the public, which is stipulated in the code of conduct for employees.
The Company invited all shareholders to the annual general meeting. Shareholders were given the right to vote on all agenda. Shareholders also have the right to acquire important information, such as the Company’s quarterly operating results, investment disclosures and connected transactions. The Company has disclosed these data through channels of the Stock Exchange of Thailand and the Company website (www.thanulux.com).
The Company realizes that employees are the most valuable resources and constitute the heart and main driving force of the organization to success. The Company has therefore treated its employees in accordance with good governance principles. Human dignity, human rights and ethics are respected and promotion, support, practice, training and knowledge development of employees are provided comprehensively for employees. Employees are given opportunities to express their potential. They are also encouraged to participate in determining the development and operational directions of the Company. In order to secure career path security, the Company offers fair remuneration for employees as appropriate for the knowledge, skills, responsibilities and performances of each employee.
Moreover, the Company has looked after the working environment by having due regard to the safety of life, health and properties of employees. Security personnel are on duty 24 hours a day. Alarm systems have been installed in buildings. Safety equipment and fire engines have been provided. Basic firefighting training and drills have been held as well as evacuation drills and the use of personal protective equipment. These training and drills were held to promote the employees’ understanding of the proper practices according to standard systems on safety and the environment. Various welfare benefits have also been provided for employees to raise the quality of lives and standard of living, e.g.
- Together with the Saha group set up cooperatives for employees
- Provision of a clinic attended by a medical doctor twice weekly and 2 nurses every day.
- Annual medical examination
- Employee uniforms
- Welfare sale of goods at special prices as sustenance aid for employees
- Collaboration with the Government Housing Bank in providing low-interest housing loans
- Accommodation for employees assigned to perform tasks in other provinces
- Provident fund for future savings
- Retirement benefits
- Financial assistance in the event of death of an employee, employee’s parent and spouse
- Financial assistance in the event of an employee being a victim of fire or a natural disaster, such as flooding or storms
- Cash rewards for employees completing 10, 20, 30, 40 years of employment
In addition, the Company has established a Welfare Committee in order to offer an opportunity for employees to participate in the administration of welfare benefits and to act as a center for the comprehensive distribution of welfare aid to employees, as well as to act as a channel for communications, suggestions or voicing grievances on various matters pertaining to work.
The Company operates its businesses by adhering to the principles of loyalty, justice and providing accurate information to customers. Customers’ complaints are handled with priority and processed with all due fairness in order to promote an expeditious response to customers’ needs as well as to develop products and services which meet the requirements of customers. Constant innovations are undertaken in order to add value to products and services according to the quality accreditation ISO9001 on design and manufacture of garments and leather goods. Customers’ trade secrets are also protected. A survey of customer satisfaction on quality, services and delivery of goods for 2022, show that the Company enjoyed a satisfaction approval of 85%.
In this regard, the Company has a customer relations center which serves as a central medium for receiving comments and suggestions from customers. The center may be call at 0-2295-0911-9, 0-2295-4171-80
3.4CompetitorsThe Board of Directors placed much importance on fair and honest business competition under the framework specified by law. Accordingly, the company always implemented its business operations according to fair competition rules.
The Company has prescribed policies of fair and equitable treatment and responsibilities to business partners, which was based on the appropriate compensation for both parties as follows.
01The Company has a system for screening trading partners in the value chain who operate businesses in compliance with the law, safety and occupational hygiene standards and friendliness to the environment.
02The confidentiality of secrets or information of trading partners is maintained and not exploited for wrongful gains of oneself or of others.
03The Company adheres to trade agreements and makes proper representations of data. In the event that an agreement cannot be complied with, the Company will expeditiously engage in early negotiations with trading partners.
04Had criteria according to international standards ISO 9001 for evaluating, selecting, checking and monitoring the performance of business partners.
05Relationships, and good understandings are fostered. Knowledge is exchanged. Developments and value adding to goods and services are jointly undertaken to promote mutual growth.
06The Company does not demand, receive or consent to the receipt of properties or any other benefits outside trading agreements.
In addition, the company had also formulated procurement regulations to serve as a guideline for efficient and ethical business conduct in accordance with good corporate governance.
In 2022, there was no case of non-compliance with the contract with partners.
The Company adhered to operating business with ethics to gain trust from creditors by:
01Prescribe policy to treat every creditors with fairness justly.
02Espouse responsibility and transparency through strict compliance to contractual terms and conditions.
03Present financial statement with accuracy and punctuality.
In 2022, the company paid all creditors in accordance with agreed term, without causing any default.
3.7Communities and SocietyThe Company operates business with due regard to impact on communities and society. There is a continual instillation of conscience of responsibility amongst employees. One heading of the social responsibility policy is the importance attached to participation in community development. The Company would consider the needs of communities and participation in the development of community quality of lives. Attitudes and organizational cultures are fostered in order to enable employees to participate in volunteer works and socially beneficial activities with communities.
The Company has recognized responsibility towards environment by prescribing it as one of the company’s missions, and also define in the corporate governance policy and business ethics towards. The company conducts business with due concern toward natural resources and the environment. Accordingly, the company paid due attention to ensure that all activities starting from manufacturing were eco-friendly:
01Conduct business in compliance with applicable laws, regulations and policies on the environment with due regard for the impact on natural resources and the environment, the performance was reviewed and evaluated regularly.
02Organizational culture and consciousness of Employees at all levels shall be promoted to encourage cooperation and responsibility for the efficient and sustainable management of the environment and utilization of resources.
03Provide knowledge and training about environmental management.
04An Environmental management system shall be promoted, from the economical use of resources to the sustainable treatment and rehabilitation, replacement, monitoring and prevention of impact on natural resources.
05Environmentally friendly technology is developed and used whenever possible
Promotion of efficient use of resources
The Company realizes the importance of control on the use of resources for sustainable development. This can be achieved with the cooperation of all personnel in the organization. A value is promoted amongst employees that society advancement requires a balanced development in the economy, quality of life as well as natural resources and environmental conservation.
In 2022, the Company has activities were organized to encourage creativity by employees in the creation of value from leftover materials.
Knowledge Building and Training of Employees on the Environment
The Board of Directors has promoted employees’ awareness of the importance of the environment. The Company disseminated knowledge on the environment to employees via the internet, information notice board and audio announcements, as well as continually promoted employees’ training to build knowledge on the environment.
3.9Promotion of Activities for Community DevelopmentThe Board of Directors has attached importance to community development by continually promoting activities which are beneficial to communities.
3.10Public SectorThe Company undertakes businesses in compliance with the laws and regulations enacted by the State. The company also give the cooperating in providing accurate information according to government requests, pay taxes correctly, completely, in time according to the requirements of the Revenue Tax Law and customs duties law.
3.11Participation channels for the stakeholders
The Board of Directors provides channels and procedures for all stakeholder groups to report or file a complaint on any matter which poses a risk of loss to the Company, the accuracy of financial statements or an unfair treatment. Shareholders and other stakeholders may contact
INFORMATION DISCLOSURE AND TRANSPARENCY
The Board of Directors oversees that there is proper, transparent and timely disclosure of significant information in accordance with the relevant laws and regulations.
These disclosures include reports filed in accordance with accounting periods and reports of events having an impact on shareholders’ interests, as well as the disclosure of other information pursuant to the principles of good corporate governance prescribed by the Stock Exchange of Thailand. Disclosure is made to the extent that the Company’s legitimate interests are not prejudiced. Information is published in both Thai and English on the Company’s website, disclosure channels of the Stock Exchange of Thailand and other channels which are comprehensively and equitably accessible.
The Company has transmitted such information through the information dissemination system of the Stock Exchange of Thailand within the time limit for dissemination to the investors and the general public. Moreover, the Company has added new dissemination channels by publishing the information on the Company’s website (www.thanulux.com) in both Thai and English and regularly updating such information
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors plays an important role in governing the Company to ensure efficient operations. These duties must be performed responsibly, prudently, honestly, and must utilize knowledge and competencies in the determination of the Company vision and mission statement with a view to securing sustained growth.
In addition, there must be oversight of Executive Officers and employees to ensure compliance with guidelines in order to achieve the set objectives, as follows:
- The Board of Directors has prescribed a structure for the Board of Directors comprising of persons having a diverse range of knowledge, competencies and experiences, without limitation to gender, and having the qualifications required by law. At least one Company Directors is a Non-Executive Director who has experience in the Company’s business undertaking. There are also Independent Directors as required under the Notification of the Office of the Securities and Exchange Commission.
- The Board of Directors has provided a definition for an Independent Director which meets the minimum requirements of the Office of the Securities and Exchange Commission.
- The Board of Directors has appointed Committees to screen key matters prior to submission to the Board of Directors.
- The Board of Directors has issued a charter for each Company Committee by prescribing the tenure and scope of powers and duties to clearly demarcate the roles, duties and responsibilities of each Company Committee and the management.
- The Board of Directors has a policy which requires Company Directors and Executives holding directorial positions in other companies to make a disclosure to the Company Chairman and Chairman of the Audit Committee.
- The Board of Directors has provided for a Company Secretary to perform duties prescribed by law and as entrusted. The qualifications of a Company Secretary should be a person possessing knowledge of law or accounting, or who has completed training relating to the performance of company secretarial duties. Continual training and knowledge development are also continually provided.
- The Board of Directors has prescribed policies for governance, business ethics and codes of conduct for Company Directors, Executives and employees to ensure a harmonized approach.
- The Board of Directors has prescribed a Company vision and mission so that the Company Directors, Executives and employees would strive towards the same goal.
- The Board of Directors has a policy of continually promoting and sponsoring the development of knowledge amongst Company Directors, Executives and employees.
- The Board of Directors prescribes an annual meeting schedule in advance every year. The determination of agenda takes into account the fair interests of shareholders and all stakeholders. All Company Directors enjoy independence in the expression of opinions. A Company Director having an interest in an agenda shall not have the right to vote in such agenda.
- The Board of Directors prescribes a duty for Company Directors to attend all Board Meetings unless there is a necessary cause.
- The Board of Directors has a policy of encouraging senior Executives to attend Board Meetings.
- The Board of Directors provides Non-Executive Directors with opportunities to meet among themselves in the absence of the management when necessary. The Managing Director shall be notified of the meeting outcome.
- The Board of Directors has a policy of promoting the Company Directors’ access to essential additional information from the Managing Director, Company Secretary or other assigned Executives within the scope of the set policies. In the event of necessity,
- the Board of Directors may obtain independent opinions from advisors or external professionals on the Company’s expenses.
- The Board of Directors has implemented measures pertaining to conflicts of interest which are prudent, rational and in compliance with the rules and regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand.
- The Board of Directors prohibits Company Directors and Executives from trading in Company shares in the 1-month period prior to the public disclosure of financial statements.
- The Board of Directors has directed Company Directors and Executives as well as their spouses and children who have not attained legal age to have the duty to disclose shares holdings and changes in holdings of the Company shares to the Office of the Securities and Exchange Commission, and to submit a copy to the Company Secretary for reporting to the Board of Directors in the subsequent Board Meeting.
- The Board of Directors has directed Company Directors and Executives to disclose personal interests and interests of connected persons in accordance with the prescribed rules. The Board of Directors has established an internal audit unit as an internal agency accountable to the Audit Committee.
- The Board of Directors requires an annual assessment of the Board of Directors’ performance.
- The Board of Directors prepares a report on the responsibilities of the Board of Directors pertaining to the financial statements submitted in the Annual Report.
- The Board of Directors oversees and determines the payment of appropriate remuneration to each committee member pursuant to the powers, duties and responsibilities and draws comparison to the operation levels in the same business sector.
- The Board of Directors has prescribed a succession plan for employees in various positions in view of their advancement to higher positions.
- The Board of Directors provides an orientation for first term Company Directors.
- The Board of Directors has established an internal control system and risk management system.
- The Board of Directors has provided for the monitoring and assessment of corporate governance by establishing the Governance Committee.