The Board of Directors always emphasizes and expect to raise the Company corporate governance to international level because it can increase efficiency and effectiveness in the administration and can lead to fair practice of all parties.
In 2014, the Board of Directors has developed numerous things about the Company corporate governance.
Besides the good corporate governance practices, there are 5 more sections that the Company has been performed.
As the owners, the shareholders are entitled to dictate the Company's direction or decide on matters of significant impacts. The Company respects the rights and equality of each shareholder and adheres to the principle of fairness as indicated in the Company’s regulations and other relevant legislation. Basic rights of shareholders that are upheld equally include the right to grant the power of attorney for other persons to attend the meetings and vote on their behalves, the right to add meeting agenda, the right to nominate a person to become a board member, the right to vote in elections or impeach board members individually, the right to vote for the appointment and remuneration of auditors, the right to vote in various businesses of the Company, the right to receive dividends, the right to provide opinions and ask questions in shareholders’ meetings, the right to receive information in a sufficient and timely manner. The Company also facilitates to shareholders to attend the meeting and vote.
The Company supervises the compliance with such policy as well as other regulations determined by law closely to protect rights of shareholders.
Before the Meeting, the Company schedules an annual general meeting of shareholders (AGM) within four months of the annual closing date of its accounting books. In 2014, the Company decided to call the shareholders’ meeting on April 9, 2014 from 10.00-12.00 at Ballroom, 3rd floor, The Grand Fourwings Convention Hotel Bangkok 333 Srinakarin Road Huamark, Bangkapi Bangkok 10240, Thailand. The call for meeting was issued as written invitation letters indicating the venue, date, time, the meeting agenda and the points to be proposed in the meeting together with appropriate details and reasons. Points were clearly marked as points for acknowledgement, for approval or for consideration. Opinions of the board members on such issues were included. The invitations were then sent to shareholders and the registrar for their acknowledgement. Each invitation had the Power of Attorney form attached for any shareholder who cannot attend the meeting. Invitations were sent by registered post at least 7 days in advance prior to the meeting date. The meeting details were announced in newspaper(s) for three consecutive days at least 14 days in advance prior to the meeting date following The Company’s regulations or the legislation. The Company had set a target for sending out complete shareholders’ meeting invitations at least 21 days in advance as well as publicizing the meeting details on the Company’s website at least 30 days in advance in order to allow the shareholders enough time to prepare themselves for the meeting. The Company regards the shareholders’ meetings highly so the Company has set a policy to make the convenience of the shareholders and investors in attending meetings. The management and the share registrar of the Company were responsible for the organization of a shareholders’ meeting, sending out invitations, preparing the venue that was convenient and select date and time that are appropriate, providing information with regards to the meeting, facilitating the meeting as well as preparing information that was sufficiently revealed to assist the decision-making of shareholders in meetings. The chairman of the board allocated timings that were proper and encouraged shareholders to have an equal opportunity to provide opinions and ask questions at the meeting following the meeting’s regulations. The Board of Directors ensured that the meeting proceeds according to the order of the agenda and did not add an item without notifying shareholders in advance.
After the shareholders’ meeting, the Company duly submitted the summary of resolutions made to SET and the SET Board before the Stock Exchange opened its next round of trade. It also duly submitted the report of the shareholders' meeting with minutes, voting records, and every question raised by shareholders to SET and the SET Board within 14 days after the meeting. Moreover, the Company sent the annual report and copies of balance sheets and revenue accounts that had been audited by the auditor and approved by the shareholders’ meeting as well as copies of the shareholders’ meeting reports related to the approval of balance sheets, the allocation of profits and the division of dividends to the Public Company Registrar. For balance sheets, the Company would publicize for the general public in newspaper at least 1 day within 1 month from the date that the shareholders’ meeting approved of it.
Moreover, the report of the shareholders’ AGMs and extraordinary meetings are accessible through the Company's website.
The Company’s Board of Directors have duty to ensure that the executives and employees have integrity and responsibility on their jobs which create the confidence and acceptance to large and small shareholders that the Company concern the basic lawful rights and maximize their profit.
Moreover, shareholders need to be able to exercise the right to look after their interests be it voicing opinions and suggestions and voting to decide on significant changes including the election of the Board of Directors and the remuneration of the Board of Directors members and the committees, the allocation of profits and the payment of dividends as well as appointment and remunerations of auditor(s) at the shareholders’ meeting. The Company is to reveal the information that is truthful, accurate, complete and accountable. For the Board of Directors remuneration, the Board of Directors has to propose it to the shareholders for approval every year and attach the Board of Directors remuneration policy for the shareholders consideration as well.
The Company treats all shareholders fairly regardless of different shareholding proportions, foreign or Thai shareholders by conducting the guideline for equitable treatment of shareholders. The rights of equal treatment that shareholders could expect to receive from the Company described as follows
To enable minor shareholders to earnestly take part in business, the Company has defined the criteria and consideration process for entitling them to propose meeting agenda items and/or nominate directors in advance including the selection of qualified directors to perform their duties efficiently in the best interests of the Company and all stakeholders alike. The proposal of meeting agenda items and the nomination of directors by shareholders could be done through www.pps.co.th since October 29, 2014 to December 30, 2014. However, no shareholder proposed a meeting agenda item or director nominee.
To maintain the rights of shareholders who cannot attend the 2014 AGM in person, the Company had sent types a, b, and c. of the Power of Attorney forms in accordance with the Notification of the Department of Business Development, Ministry of Commerce on the Determination of Forms of Power of Attorney (5th version) 2007. The types include the ordinary form and the form in which a shareholder may determine the direction of the votes. A shareholder could grant the power of attorney to any one individual or a member of the Audit Committee approved by the Company for voting on behalf of shareholders. The Company will be responsible for attaching revenue stamps on power of attorney forms of shareholders.
With regards to the election of the Board of Directors agenda, a shareholder could exercise the right to elect a member of the Board of Directors individually. The amount of votes for a shareholder equals to the number of shares owned by the shareholder; in other words, one share equals to one vote.
On the day of the shareholders’ AGM 2014, the Company proceeded according to the Company’s policy that requires all members of the Board of Directors to attend the meeting. On that day, six out of 7 members of the Board of Directors which is equivalent to 85.7 percent of the Company’s Board of Directors attended the meeting. Once the meeting commenced, the Company’s secretary explained the procedure of voting and counting the votes to shareholders following the regulations of the Company with regards to voting namely each share equals one vote and the open/transparent voting procedure. The Company had prepared ballots to shareholders for every minute/agenda. With regards to the appointment of members of the Board of Directors, the Company provided the opportunity for shareholders to exercise the right to consider the committee appointment individually.
The meeting proceeded according to the order of the agenda and did not add an item without notifying shareholders in advance. The regulations of the Company were strictly upheld. The chairman of the Board of Directors presided over the meeting and provided opportunities for shareholders to voice their opinions and give suggestions to the meeting with sufficient and appropriate amount of time before voting in each minute of the meeting. Shareholders voted using ballots that the Company prepared for shareholders. Once shareholders had voted, the Company would immediately arranged for vote counting. The Company allowed the shareholders to become the staff who count, observe and verify the accuracy of the votes. Thus, the voting and counting procedures were proceeded with accuracy, transparency and a speedy manner. The Company has also kept the voted ballots as evidence for future examination as well as questions, answers, opinions in the meeting and the record of the meeting resolutions including approved, disapproved and abstained votes in each minute/agenda in writing.
14 Days after the meeting, the Company publicized the report of the shareholders’ AGM on www.pps.or.th. The Company has kept the report of the meeting at the Company’s headquarters to enable all parties to check.
The Company’s businesses involve working together with several stakeholders. The Company has managed the interests with great care and has attempted to maintain fairness for all parties by strictly complying with related legislation in order to protect the rights of stakeholders.
The Company is committed in justice and being ethical to treat all shareholders fairly despite different shareholding proportions and thus different voting proportions. The fundamental rights of the shareholders are conserved regardless of their gender, age, origin, nationality, religious belief, physical impairment, or political inclinations. The Company is fully aware of the responsibility to society and community and regards this as the main task. Thus, the Company seeks to create projects and activities that are beneficial to the development of society and community by creating policies and guidelines for all parties of stakeholders and also reporting the Company’s performance to shareholders as follows
Clients and the general public may raise a complaint or provide opinions for the Company in accordance with the Regulation on the Procedure of Receiving and Considering Complaints 2009 through the following levels
|Post||Project Planning Service PLC,
381/6 Soi Rama IX 58 (Soi 7 Seri 7), Rama IX Road,
Suan Luang, Bangkok, 10250.
Employees may raise a complaint or provide a suggestion or an opinion to the Company’s Board of Directors and executives directly through the internal E-mail system of the Company.
Stakeholders who wish to contact the Company’s Board of Directors directly (bypassing the Company’s executives) may do so through email: firstname.lastname@example.org The Company has determined the policy or guidelines to protect whistleblowers as well as the policy with regards to the confidentiality of information related to a case of whistle blowing.
The Company’s Board of Directors has assigned the management to ensure that the Company has channels of communication and publicisation of information that are accurate, comprehensive and timely to investors, the press and other groups of stakeholders utilising various media platforms for instance, press releases, newspapers, radio, television, meetings and press conferences as well as website and e-mail which allow the Company to receive-send data and information quickly and accurately. There is an Investor Relations Department/Unit which is responsible for such matters.
The Company has established an Investor Relations Department/Unit to be responsible for the provision of services and dissemination of the Company’s news and information that are of benefits to all groups of stakeholders including employees, shareholders, clients, trading partners, creditors and analysts equally, justly and comprehensively using diverse communication activities.
Contact details for the Investor Relations Department/Unit
|Address||Project Planning Service PLC.
381/6 Soi Rama IX 58 (Soi 7 Seri 7) Rama IX Road
Suan Luang, Bangkok 10250
|Telephone||0 2718-2785 - 9|
|FAX||0 2300-5545 - 6|
The Company provides confidence to investors by publicizing important information of the Company accurately, comprehensively, timely, transparently and equally. Such information include financial information and performances/operating results. Other relevant information is kept and under the rules, regulations as well as the Company’s guidelines to prevent leakages of the Company’s confidential information to trading competitors following the regulations of the Securities and Exchange Commission (SEC) and the regulations of the Stock Exchange of Thailand (SET). Apart from publicizing information through the Annual Information Form (Form 56-1) and the Annual Report (56-2), most information is publicized through the website of the Stock Exchange of Thailand and the Company’s website allowing shareholders, clients, analysts, investors and those interested parties to access credible information with ease and equality. Investors can learn more about the issuing of additional securities from the annual registration statement (Form 56-1) of companies listed on www.set.or.th or the Company website www.pps.co.th
The Company specifies agencies and individuals who coordinate and provide information for shareholders, prospective investors and the Stock Exchange of Thailand. The Company also provides opportunities for meeting sessions that involve explanations, questions and answers from the Company’s executives.
The Company’s Board of Directors is responsible for the overall financial reports of the Company as well as the information proposed to shareholders in annual reports. The Board of Directors is to supervise the quality of the financial reports covering the overall financial statements of the Company. The financial statements are to be produced in accordance with the generally accepted accounting standards. There are auditing processes by credible and independent auditors. The Board of Directors is to use appropriate accounting policies and to comply with them regularly. The Board of Directors is to ensure that the overall financial reports of the Company are correct and accurate with sufficient, credible and rational publication of important information.
The Company’s Board of Directors provides for the Audit Committee which inspects all departments of the Company in regular intervals in order to ensure correct and comprehensive information recording. The departments work according to the standards and integrity following the policies determined by the Company and not to act in a way that breaches any relevant legislation.
The Company’s Board of Directors has appointed three independent board members as the Audit Committee which conducts; reviews to ensure that the Company has financial reports which are correct, clear and timely; reviews to ensure that the Company has appropriate and efficient internal supervisory systems and internal audit system; as well as considers the compliance with various legislations and the Company’s regulations; considers the publication of information to ensure its accuracy, clarity, transparency and timely manner in accordance with the regulations of listed companies. In case there are items that are connected to or items that may amount to a conflict of interests, the Company is going to propose to the Audit Committee to consider their appropriateness and rationality before proceeding.
The Company’s Board of Directors has provided for the Risk Management Committee which considers and proposes risk management policies, plans, risk assessment and performances according to pre-determined plans to the Board of Directors. The Risk Management Committee’s works cover all departments in the Company and cover all risk factors that are associated with the vision, objective, business strategies, finances, production, anti-corruption assessment and other aspects of operations. The Risk Management Committee also considers possibilities of occurrence and the severity level of the impact, determines measures to correct and clear responsible individuals and determines measures of reporting and assessing results to ensure that the risk management system works efficiently.
The company’s Board of Directors provides for the internal control system that covers all aspects including finances, performance compliance with the relevant legislation, rules and regulations including corporate governance to prevent, reduce and monitor risk of anti-corruption. The Board of Directors provides for regular check and balance mechanisms that are sufficiently efficient in protecting and maintaining invested capitals of shareholders and the Company’s assets. The Board of Directors provides for the determination of approving authority hierarchy and the responsibilities of executives and employees which inherently conduct inspections and create balances. The Board of Directors determines work regulations in written form and internal audit department that is independent. The Company hires Quantum Point Consulting Co., Ltd. to be the internal auditor. The Aim to Prosperity Company is directly accountable to the Audit Committee which inspects the work of various departments both the business and support departments according to the regulations.
To maximize the benefit of company and shareholders, the Board of Directors is responsible for the operations of the Company and is truly independent from the management. Responsibilities are divided clearly between the Board of Directors and the management team. The Board of Directors sets the executive management policy and supervises to ensure that various systems and operations of the Company proceed according to correct policies, legislation and ethics. The executives has duty to make business profit and have to perform its duties with responsibilities with faithfulness, fairness and equity for all stakeholders.
Terms of directors are according to the Public Company Act 1992. The term of office for independent board members is 3 years and they may be in the same position for not more than 3 terms consecutively unless unanimously considered and approved by the Nomination and Remuneration Committee that the member has greatly contributed to the benefits of the Company and the reinstatement does not compromise their independence. The member needs approval from the Company’s Board of Directors and shareholders as well.
The Company sets appropriate remuneration for members of the Committees clearly and transparently at rates comparable to other top companies in the same industries. Remuneration for the Committees is high enough to keep the qualified the Committees to work with the Company. Moreover, the Company proposed this rate for approval in the Shareholders’ Meeting before using. Remuneration for the Audit Committee s and the nomination and remuneration committees is set by the Board of Directors, based on their responsibilities and performance.
The Company’s Board of Directors appoints each committee members from qualified individuals. Each committee works as assigned by the Board of Directors. Each committee has the authority to summon the executives to attend the meeting, clarify or produce reports. The Board of Directors approves the charter of each committee.
The Company’s Board of Directors meet at least every 3 months to work as assigned and to acknowledge performance of the Company. In a meeting, members must be allowed to voice their opinions and discretion independently. The quorum of the vote in a Board of Directors meeting is at least 2/3 of the total number of Board members. Board members are to attend every meeting unless there is a reason of necessity that is force majeure. Such a reason needs to be informed to the Secretary of the Company’s Board of Directors in advance. The Company publicizes the attendance of each member of the Board of Directors in the annual report. The Company arranges for the Secretary of the Company’s Board of Directors to produce the meeting schedule for the year in advance in order for all members to acknowledge the schedule well in advance. The Secretary of the Board of Directors is to send meeting invitations to all Board members to confirm the date, time, venue and meeting agenda at least 7 days in advance. The Secretary of the Board of Directors collects supporting documents from the management to send to the Board of Directors in advance. Such documents form information that is sufficient for the decision-making and the use of independent discretion of the Board members. The Secretary of the Board of Directors is to record meeting minutes to produce meeting report with complete and comprehensive content within 14 days after the date of the meeting to submit it to the Chairman of the Board of Directors to sign. Good storage that allows for convenient search and access as well as confidentiality must be in place.
The Company’s Board of Directors may meet without directors who are executives as deemed necessary. This is to allow non-executive directors to discuss various issues of interest regarding the management without the attendance/interference of the management. Thus the discussion is conducted freely. The meeting is held at least once a year complying with the principles of good corporate governance. In 2014, the meeting was held on 11 November 2014.
The Company’s Board of Directors arranges for independent board members to meet among themselves to allow them to discuss various issues freely and independently. The meeting is held at least once a year complying with the principles of good corporate governance. In 2014, the meeting was held on 11 November 2014.
The performance appraisal of the Board of Directors consists of self-assessment, group assessment (as a whole) and subcommittees and carries out on an annual basis at least once a year. The assessment results are reviewed in order to consider about their performance, problems and obstacles and find ways to continue to improve the performance. The performance evaluation form of the committees and subcommittees uses the SET guideline but adapts for the Company business characteristics.
The Company’s Board of Directors provides for an orientation for new member(s) of the Board of Directors before taking up the position as a director. This is in order for a new director to acknowledge the expectations of the Company on their roles, duties and responsibilities as well as the policies and guidelines in supervising the businesses of the Company and construct knowledge and understanding in the businesses and various aspects of operation of the Company to prepare new member(s) for the job of being director(s).
In 2014, the Company has no an orientation for a new member of the committees because all committees are still in the same positions. However, to updating the Company arranged an activity committees to acknowledge them about anti-corruption policy, the terms of good corporate governance, the Company services and construction industry situation on May 10th, 2014.
Executives taking up positions in other Companies
The Company’s Board of Directors has issued a policy that limits the number of listed companies and non-listed companies in which each member of the Board of Directors may take up positions to not more than 3 places. For a managing director, the number of companies which one may take up a position as a Board or Committee member is limited to not more than 3 places. In 2014, there was no issue of non-compliance with this policy.
The Company encourages the Company’s Board of Directors and high-level executives to attend the seminars on curricula that are of benefits to their work and to regularly exchange their opinions with the Board of Directors and high-level executives of various other organizations. The curricula that directors should attend include those of Thai Institute of Directors (IOD) for instance Directors Certification Programme (DCP), Directors Accreditation Programme (DAP), Audit Committee Programme (ACP) and Executive Development Programme (EDP). The knowledge and experience gained from these curricula and programmes should be applied to Company development.
The Company committees not only emphasize on the fair practices but also ensure that the Company practices are conducted in line with the Company polished policies. Moreover, the Company assigns training department to adjust some training courses by combining and adding the Company polished policies into the Company training courses. Also, the Company established compliant unit to be responsible for operating and monitoring the Company performance.
The Company sets appropriate remuneration for members of the Board and the Top Executives clearly and transparently at rates comparable to other top companies in the same industries. Remuneration for the Board and the Top Executives is high enough to keep the qualified the Board and the Top Executives to work with The Company.
An independent director shall neither be nor have ever been a director with management authority and a large Shareholder of the Company. There not have and never had a business relationship with the Company, the Main Company, a subsidiary company, joint-company, a large shareholder or the legal entity which could result in conflicts, which might affect the interests of the company and/or shareholders. Currently, there are 3 independent directors of the Company, number of people: Pol. Lt. Gen. Dr. Nukool Jeamanukoolkit, Mrs.Vipavee Boonyaprasit, Mr. Kachen Benjakul. Qualified in accordance with the definition of independent. (Qualifications) of the Company, which are equivalent to the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand.
The Company’s Board of Directors encourages high-level executives of the Company to meet with the Company’s Board of Directors. The executives are to present information related to the agenda under their responsibilities to the Board of Directors in order to make the directors aware of the information and opinions of executives directly responsible for the work. At the same time, the executives also have an opportunity to learn and understand viewpoints of the Company’s Board of Directors.
The Company’s Board of Directors encourages meetings and exchange of opinions between directors and high-level executives in other opportunities apart from the Board of Directors meetings so that the Board members are able to build relationship with the Company’s high-level executives.
Mr. Kachen Benjakul acquired the bachelor degree at Chulalongkorn University in Faculty of Engineering. Currently, he is independent director and Board of Director and experiences in related engineering business. Therefore, he is able to raise the Company business operation effectively
The Company’s Board of Directors has created a position of a Secretary of the Company. Mr.Voradaj Piemsuwan has been appointed the Secretary of the Board of Directors and the Secretary of the Company in order to manage the Company to the highest efficiency in accordance with the principles of good corporate governance with the following main duties and responsibilities;
Apparently, Mr.Voradaj Piemsuwan already took a “Company Secretary Program Class” 42/2011 of Thai Institute of Directors, which is specific class for the company secretary training.