Corporate Governance

The Board of Directors always emphasizes and expects 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 2018, the Board of Directors has developed numerous things about the Company corporate governance as follows.

  1. Anti-Corruption (Detailed in Topic 3 - Anti-Corruption)
    • The company has been certified as a member of Thailand’s Private Section Collective Action Coalition Against Corruption (CAC) for the second time with a resolution on November 5th, 2018
    • The Company has revised anti-corruption policy which is approved by the Board of Directors’ meeting #4/2018 dated November 12nd, 2018 and is announced for implementation details as posted on the Company’s website.
    • Organize training and communication for employees to understand the policies and practices in anti-corruption
  2. Revised the term of protection to staff who informs any clues of corruptions or misconduct to the legal, Company’s rules & ethics (Whistleblower Policy) and had been approved by the Board of Directors’ meeting #4/2018 dated November 12nd, 2018 and is announced for implementation details as posted on the Company’s website.
  3. Revised the Terms of Ethics and Code of Conduct for Directors and Employees (Revision 1/2017) to conduct in line with national and international standard to be sufficient, up-to-date and conform to the changing situation, and Code of Conduct for Directors and Employees was approved by the Board of Directors meeting #4/2018 dated November 12nd, 2018 and was published on the Company’s website.
  4. Revised the business ethics requirements and the code of conduct for directors, executives, and employees
  5. Received CGR project survey 2018 with Excellent CG Scoring 5 Stars Rank (96%)
  6. Received Thailand Sustainability Investment 2018 Award from SET Sustainability Award 2018 organized by The Stock Exchange of Thailand
  7. Received Outstanding Sustainability Awards from SET Sustainability Award 2018 organized by The Stock Exchange of Thailand
  8. The company received 99 evaluation scores of the Annual General Meeting of Shareholders for 2018
  9. Best Company Performance Awards from SET Sustainability Award 2018 organized by The Stock Exchange of Thailand
  10. The Outstanding Continuing Professional Development Engineering Server Award, 2018 from the Council of Engineers
  11. The company received the certificate of Carbon Footprint for Organization registration from Thailand Greenhouse Gas Management Organization (Public Organization)

Besides the good corporate governance practices, there are 5 more sections that the Company has been performed including the rights of shareholders, equitable treatment of shareholders, roles of stakeholders, transparency, and board responsibilities. Each section is explained as follows;

SECTION 1 RIGHTS OF SHAREHOLDERS

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 participate in the meeting, 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.

1.1 SHAREHOLDERS' MEETING

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 2018, the Company decided to call the shareholders’ meeting on April 25th, 2018 from 10.00-12.00 at Srinakarin 2, 9th 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.

On the Meeting Day,the Company took into account the convenience of the shareholders in attending meetings. Hence the Company opted for Srinakarin 2, 9th floor, The Grand Fourwings Convention Hotel Bangkok, 333 Srinakarin Road Huamark, Bangkapi Bangkok 10240. The Company had prepared to conduct the meeting in a smooth and appropriate manner. Such preparations included the preparation of the venue that was conveniently reached with appropriate numbers of receptionists and registration personnel, the use of Barcode system in registration and counting votes. The shareholders could register for the meeting 2 hours in advance prior to the meeting. The ballots were sufficiently prepared for all shareholders in accordance with the agenda of the meeting.

The AGM Meeting in 2018 Started, all 6 members of the Company’s Board of Directors, the Company’s secretary, and the Company’s auditor took their seats to begin the meeting. Also, Thep Law Office Limited was invited to attend the meeting as an observer to ensure that the meeting complied with the law and the Company’s regulations. Moreover, all members of the Board of Directors and committees especially the chairman of the Board of Directors and the chairmen of committees as well as the Company’s high-level executives all attended the meeting to answer questions from shareholders. The chairman informed the meeting that the Company’s secretary was assigned to call the number of shareholders who attended the meeting both in person and with proxies. The secretary informed the shareholders of their rights according to the regulations of the Company. After explaining the Company's rules on the method of voting by using different ballots for each minute of the meeting in particular and vote counting for individual agenda items, the chairman clearly addressed how to vote on each agenda item. These were in order to ensure that the shareholders could vote in a transparent and accountable manner.

During the Meeting, The chairman ensures that the meeting proceeds according to the order of the agenda and does not add an item without notifying shareholders in advance. Each minute is given appropriate time for discussion and voting. Accurate information of the auditor is given accurately and sufficiently to shareholders to reflect the independence of the auditor. Once information has been provided for each item, the chairman gives the floor to all attendants to express opinions or recommendations, to ask questions, and giving adequate time for debate. The chairman and the management are to address and answer all questions clearly and precisely, treating all questions with due respect. In order for the Company’s meeting to be accountable, the Company had arranged for the recording of the meeting including questions from the shareholders and answers as well as vote results for each minute in written form with breakdowns of those shareholders who agreed, disagreed and abstained. The minutes of the meeting must be completely and accurately recorded.

After the shareholders' meeting, the Company duly submitted the summary of resolutions made to SET 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 payment 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.

Besides, the report of the shareholders’ AGMs and extraordinary meetings are accessible through the Company's website.

1.2 RESPONSIBILITIES TO THE SHAREHOLDERS

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

In addition, shareholders are be able to exercise the right to look after their interests by voicing opinions and suggestions and voting to decide on significant changes including the election of the Board of Directors, 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.

SECTION 2 - EQUITABLE TREATMENT OF SHAREHOLDERS

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 12nd, 2018 to December 28th, 2018. However, no shareholder proposed a meeting agenda item or director nominee.

To maintain the rights of shareholders who cannot attend the AGM 2017 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) of 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 2018, 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, 6 out of 7 members of the Board of Directors which is equivalent to 85.7% 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 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 arrange 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 preceded 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.co.th The Company has kept the report of the meeting at the Company's headquarters to enable all parties to check.

With regards to the supervision of internal data of the Company, the Company has determined the policy which is implemented on the Company’s executives and employees. The Company’s executives and employees are forbidden to use the Company’s internal information for personal benefits. Details on this topic can be found in the document on the use of internal information. In 2018, there was no evidence that the members of the Board of Directors, executives or the Company’s employees bought and sold the Company’s asset eccentrically before the financial statements publication.

The Company has determined the guidelines on conflict of interests in the Regulations on Business Ethics and Code of Ethics for the Board of Directors, executives and employees of the Company. Members of the Board of Directors, executives and employees are not to act in any way that may cause a conflict of interest against the Company. In 2018, there was no evidence that the Board of Directors, executives and employees of the Company had acted in any way which caused a conflict of interest against the Company.

SECTION 3 - ROLES OF STAKEHOLDERS

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

3.1 RESPECT OF RIGHTS OF OTHER STAKEHOLDER

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, or religious. 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;

  1. For Shareholders - The Company is committed to operate profitable businesses leading to sustainable growth in order to compete in the long-term while allocating appropriate amount of profits to shareholders. Moreover, the Company also provides accurate, comprehensive, transparent, timely and equal information to shareholders.
  2. For Employees - All employees - wherever they work - must be treated without prejudice. Furthermore, the Company uses the performance assessment system (KPI) to assess the performance of employees. The results of the assessment are used to plan the trainings and support for further education of employees as well as to consider paying suitable compensations. The Company has also established a provident fund as well as other welfare benefits for employees and provided a safe work environment and good sanitation in workplaces. (Detailed in Topic 5 – Fair Treatment to Labor, page 123-124)
  3. For Clients - The Company pays attention and takes customers' satisfaction seriously especially for services. In 2018, the Company asked customers to evaluate their satisfaction with regards to the Company’s services. The results of the evaluation amounted to the average score of 81%. The Company provides guarantee for clients with the registered capital of 215 million baht to further increase the confidence of clients. (Detailed in Topic 6 – Responsibility to customers and consumers, page 124-125)
  4. For Business partners - As business partners are vital to the quality of the Company products and services, the Company strictly complies with values procurement processes, contracts and the law. (Detailed in Topic 2.2 – Performing to promote the social responsibility in trading partners, page 121)
  5. For Competitors - The Company sticks to the principles of good conduct in the framework of competition without using unfair methods to destroy competitors. To be fair competition, the quality of the work is the most essential factor to defeat the competitors. (Detailed in Topic 2.1 – Fair Competition, page 121)
  6. For Creditors - The Company complies with the contracts and relevant legislation to pay debts to creditors who lend to the Company. (Detailed in Topic 2.2 – Performing to promote the social responsibility in trading partners, page 121)
  7. For Intellectual Property and the Copyrights - The Company respects the right in property, intellectual property and the copyrights of others. (Detailed in Topic 2.3 – Respect the right in other’s property, page 122)
  8. For Human Rights - The Company puts an emphasis on fair treatment based on ethics and code of conduct including the respect of human rights. (Detailed in Topic 4 – Respect for Human Rights, page 123)
  9. For Society - The Company has emphasized on community and society accountability. (Detailed in Topic 7 – Society and Community Development, page 125-127)
  10. For Community - The Company values the well-being of communities by supporting activities in communities to assist society based on appropriate times and opportunities. (Detailed in Topic 7 – Society and Community Development, page 125-127)
  11. For Resource and Environment - The Company has an environmental management policy and disciplinary practices for business operations focusing on using resources efficiently. (Detailed in Topic 8 – Efficient Resource and Environment Management, page 127-128)
3.2 COMPLAINT CENTER

To increase the efficiency in the treatment of all stakeholders, the Company provides various channels allowing stakeholders easily to fill a complaint.

  1. 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 channels;
    Post Project Planning Service PLC, 381/6 Soi Rama IX 58 (Soi 7 Seri 7), Rama IX Road, Suan Luang, Bangkok, 10250.
    Website http://www.pps.co.th
    Tel. 0 2718-2785-9
    Fax. 0 2300-5545-6

    Employees may raise a complaint or provide a suggestion or opinion to the Company’s Board of Directors and Executives directly through the internal E-mail system of the Company.

  2. If there are any complaints to the Company’s staff, please inform to the CG & Social Responsibility Committee via
    Email: cgcommittee@pps.co.th
  3. If there are any complaints to the Company’s director(s), CEO or Managing Director, please inform to the Audit Committee via
    Email: whistleblow@pps.co.th
3.3 DIRECT COMMUNICATION CHANNELS TO THE COMPANY'S BOARD OF DIRECTORS

Stakeholders who wish to contact the Company's Board of Directors directly (bypassing the Company's executives) may do so through email: whistleblow@pps.co.th. However the Company's Board of Directors has delegated to the Audit Committees, which all are the Independent Directors as recipients of the reports or complaints and examine them and report to the Board of Directors. 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 will investigate the case which has been raised and complained and will seek a solution.

3.4 COMMUNICATION CHANNELS

The Company’s Board of Directors has assigned the management to ensure that the Company has channels of communication and publication of information that are accurate, comprehensive and timely to investors, the press and other groups of stakeholders utilizing 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.

3.5 INVESTOR RELATIONS

The Company has established an Investor Relations Department to be responsible for the provision of services and dissemination of the Company’s news and information that are 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.
Email ir@pps.co.th
Website http://www.pps.co.th
Telephone. 0 2718-2785-9
Fax. 0 2300-5545-6
SECTION 4 - PUBLICATION OF INFORMATION AND TRANSPARENCY

The Company provides confidence to investors by publicizing important information of the Company accurately, comprehensively, timely, transparently and equally. Such information includes 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.

4.1 FINANCIAL REPORTS

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 assure 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 that there are items which 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.

4.2 RISK MANAGEMENT

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 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.

4.3 INTERNAL CONTROL SYSTEM

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, to reduce, and to 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 Executive Accounting Service Co., Ltd. to be the internal auditor. The Info Associate Co., Ltd is directly accountable to the Audit Committee which inspects the work of various departments both the business and support departments according to the regulations.

4.4 TRANSACTIONS OF MEMBERS OF THE BOARD OF DIRECTORS OR EXECUTIVES
  1. The Company’s policy states that members of the Board of Directors are to reveal their share transactions and Company’s asset possession
  2. The Company’s policy states that members of the Board of Directors are to report their state of being stakeholder to the Audit Committee.
  3. The Company’s policy states that the important internal reports are to be considered and approved by the Committee..
4.5 MEETINGS WITH ANALYSTS, INVESTORS AND THE MEDIA

The company has participated in the event “Opportunity Day” organized by the Stock Exchange of Thailand which aims to facilitate investor relations activities of the listed companies. An Opportunity Day makes it convenient for analysts, investors, and the media to find out about the business and operations of listed companies – and for listed firms to communicate with these key audiences. In 2018, the Company has participated in the event 2 times as follows:

  • 1st March 22st, 2018
  • 2nd September 19th, 2018
SECTION 5 - BOARD RESPONSIBILITIES

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 have duty to make business profit and have to perform its duties with responsibilities with faithfulness, fairness and equity for all stakeholders.

The Board of Directors has duty to review and approve the policies on good corporate governance, the Terms of Ethics and Code of Conduct for Directors and Employees, vision, mission, value, and the Company’s strategies before implementation. The Board of Directors supports and promotes good practices and monitors the performance result. Moreover, the Company established the compliant unit to perform such duty. The Company has publicized the name lists, profiles and roles of both the Board of Directors and other six committees such as the executive committee, the Audit Committee and the nomination and remuneration committee, the Corporate Governance and Social Responsibility Committee, the Risk Management Committee, and Business Improvement Committee in 2018 Annual Report and on www.pps.co.th. Moreover, the Board of Directors supports the chairman of committees to reveal the number of meetings, the number of meetings that each member attended in the previous year and the publication of opinions on their work in the annual report.

In addition, the Company has publicized the process of determination and appropriateness of compensations in the 2018 Annual Report on the compensations for the members of the Board of Directors and executives. The frequency of the board members and other committee members that attended the meetings are included and the details shown in the Table of Meeting Attendance of various Committee members. The compensations of various committee members show in the Comparison of Compensations of various committee members between 2016 and 2018 Table.

The Company’s Board of Directors is responsible for the accuracy and completeness of the financial statements of the Company and to ensure that the financial statements are transparent. The Board of Directors also provides the publication of sufficient important information in the remarks accompanying financial statements as well as financial information in Annual Reports. Such financial statements are produced in accordance with the general accounting standards and are examined by auditors that have been certified by the Securities and Exchange Commission. The Company’s Board of Directors has appointed 3 members as the Audit Committee who involves in the independent members but not be executives. The Audit Committee have to both review quarterly financial reports and annual financial statements and also ensure that the financial statement are accurate and completely comply with the generally accepted accounting principles before submitting to the Company’s Board of Directors for further consideration.

The Company’s accounting department is responsible for publicizing connected transaction information and transactions that result in conflict of interests following article 89/12 in the Act on Securities and Stock Exchange of Thailand (Fourth Version) 2008 and the Notification of the Capital Market Supervisory Board TorJor. 21/2551 on the Regulations on the connected transactions and the Notification of the Stock Exchange of Thailand Commission on the publication of information and conduct of listed companies with regards to connected transactions 2003. These are to be submitted to the Audit Committee for consideration and opinions.

The Company’s Board of Directors emphasizes the publication of information that is transparent, accurate, comprehensive, and timely. This includes the financial information or other important information that may affect the share prices. The Company disseminates various news and information to investors and shareholders through various channels and media for instance through electronic media system of the Stock Exchange of Thailand and through www.pps.co.th. Besides, the Company’s Board of Directors produces the report on responsibilities of the Board of Directors on financial reports and reports produced by the Audit Committee to be publicized together with reports of the auditors. These are to be publicized in annual reports regularly every year.

The dissemination of information of the Company to investors both shareholders and prospective shareholders falls under the discretion and authority of the chairman of the Board of Directors, Chairman of the Executive Committee, and managing director. An investor may contact the investor relations department of the Company at tel. 02-7182785-9 or www.pps.co.th.

5.1 TERMS

Terms of the Company’s Board of Directors are according to the Public Company Act 1992. The term of office for Independent Directors is 3 years and they may be in the same position for not more than 3 terms consecutively.

5.2 REMUNERATION FOR THE COMMITTEES

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. Furthermore, the Company proposed this rate for approval in the Shareholders’ Meeting before using. Remuneration for the Audit Committees, the nomination and remuneration committees is set by the Board of Directors, based on their responsibilities and performance.

The Remuneration for the Committees (As an executive director or non-executive Directors)

  1. Monetary compensation.
    • Attendance fee
    • Gratuity (bonuses) based on the operating results of businesses
  2. Monthly Remuneration and other remunerations
    • - None -

The Nomination and Remuneration Committee proposes the approach and method in determining meeting allowances, hospitality allowances, bonuses and pensions as well as other financial benefits for the Board of Directors. The proposal to seek opinions and suggestions from the Company’s Board of Directors meeting is submitted to the shareholders meeting for approval every year. These exclude inherent rights according to the Company’s regulations.

5.3 VARIOUS COMMITTEES

The Company’s Board of Directors appoints each committee member 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.

At present, the Company's Board of Directors has appointed 6 committees.

  1. Executive Committee: must be either the Company’s Board of Directors member or a high-level executive of the Company. An individual in one of the following positions is a member of the Company’s executive committee by default.
    1. Chief Executive Officer (CEO)
    2. Managing Director (Project Planning Service Company Limited)
    3. Deputy Managing Director of Finance and Administration Department
    4. Deputy Managing Director of Project Department
    5. Deputy Managing Director of Technology and Innovation Department
    6. Deputy Managing Director of Administration Department
    7. Deputy Managing Director of Business Development Department following the nomination from the Board of Directors

    The Board of Directors holds the right to nominate a person for Executive Committee. The term for this position is 2 years.

  2. The Audit Committee: comprises at least 3 independent board members and at least 1 audit committee member needs to have sufficient knowledge and experience to review the credibility of financial statements. The term for each audit committee member is 3 years. Once the term has expired, the committee member may be reinstated but limited not more than 3 consecutive terms.
  3. The Nomination and Remuneration Committee: comprises mostly of independent members. There are at least 3 members in this Committee. The term for each member is 3 years. Once the term has expired, the committee member may be reinstated.
  4. The Risk Management Committee: comprises of risk management committee members not more than 5 persons. Each member has to be the representatives of management department or accounting or finance department or human resource department or project department (at least 1 person per 1 department). The term for risk management committee members from this appointment is 2 years but limited not more than 2 consecutive terms.
  5. The Corporate Governance and Social Responsibility Committee:comprises of five members in total with at least one director being an independent director and at lease one director is executive director. The term for the Corporate Governance and Social Responsibility Committee from this appointment is 3 years. Once the term has expired, the committee member may be reinstated.
  6. The Business Improvement Committee: comprises at least 6 persons and each must be approved by the Board of Directors. The committees must be knowledgeable, capable, honest, and devoting time for administration and operation to achieve the goals of developing the work system. The term for each committee is 2 years. Once the term has expired, the committee member may be reinstated in order to continue the operation.
5.4 MEETINGS OF THE BOARD OF DIRECTORS

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.

5.5 MEETINGS OF BOARD OF DIRECTORS WHO ARE NOT EXECUTIVES

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 2018, the meeting was held on November 12nd, 2018.

5.6 MEETING OF INDEPENDENT BOARD MEMBERS

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 2018, the meeting was held on November 12nd, 2018.

5.7 REPORTING OF INFORMATION
  1. The Board of Directors is responsible for the report of financial information and general information to shareholders and general investors in an accurate, truthful, comprehensive and transparent manner. Information comes with rational explanations and quantitative supporting evidence both in terms of policies and performances, future trends, as well as successes and obstacles of the business.
  2. The Board of Directors understands and supports the compliance with the professional standards of auditors.
  3. The Company’s Board of Directors has produced a report on the responsibilities of the Board of Directors on the provision and publication of financial reports of the business and has publicized it alongside the financial statements and reports of auditors. It covers;
    • Legal regulations assign the Board of Directors with the duty to produce financial statements to show the financial status and the performance in the previous year that are accurate/true and rational.
    • The responsibilities of the Company’s Board of Directors in the provision of correct, comprehensive and sufficient accounting information to be able to maintain the Company’s assets and to realize weaknesses to prevent corruption or abnormalities.
    • Confirmation that the Company has adhered to the generally accepted accounting standards. The Company uses appropriate accounting policies and constantly adheres to them. The Company has carefully considered the rationality and appropriateness in producing financial statements of the Company.
5.8 NOMINATION AND SUCCESSION PLAN FOR TOP EXECUTIVE POSITIONS

The Company has put in place a proper and transparent nomination process for key management positions at every level. The succession plan for top executives is carried out by the Nomination and Remuneration Committee and Managing Director, and considered by the Board of Directors.

The Company nomination process for top executive commences with the process of recruiting candidates who possess both talent and integrity. Young talents are the focus of recruitment, so that they can be groomed to become future leader. Qualified employees will undergo a high potential assessment and pursue development courses following individual career development plan. These talents will be assigned challenging tasks, and their positions will be rotated periodically in order to further develop their leadership skills and all-round knowledge in every area of the Company business. The plan is implemented at every level of employment to ensure that staff members are ready to fill any positions that become vacant.

5.9 SELF-ASSESSMENT OF THE BOARD OF DIRECTORS

The performance appraisal of the Board of Directors consists of self-assessment, group assessment (as a whole), and subcommittees and then 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 solutions for improving the performance. The performance evaluation form of the committees and subcommittees uses the SET guideline but adapts for the Company business characteristics.

In 2018, the Secretary of the Company disseminated self-assessment forms of the Board of Directors. It was comprises 6 major topics as 1) The structure and qualifications of Board of Directors, 2) Roles, Duties and Responsibilities of the Board of Directors, 3) Directors’ Meetings, 4) The Conduct of Directors, 5) The Relationship with the Management and 6) Self-development of the Directors

The score of the self-assessment of all members of the Board of Directors is divided into 4 = Very Good, 3 = Good, 2 = Moderate, 1 = Fair, 0 = Poor, the assessment result of the committees is shown below;

  1. The assessment result of the Board of Directors as a whole was 3.65 out of 4 (Very Good)
  2. The self-assessment result of the Board of Directors was 3.70 out of 4 (Very Good)
  3. The assessment result of the Audit Committee was 3.67 out of 4 (Very Good)
  4. The self-assessment result of the Nomination and Remuneration Committee was 3.12 out of 4 (Good)
  5. The self-assessment result of the Corporate Governance and Social Responsibility Committee was 3.50 out of 4 (Very Good)
  6. The self-assessment result of the Executive Committee was 3.83 out of 4 (Very Good)
  7. The self-assessment result of the Risk Management Committee was 3.50 out of 4 (Very Good)
  8. The self-assessment result of the Business Improvement Committee was 3.67 out of 4 (Very Good)

The performance appraisal of the Board of Directors 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 solutions for developing the performance. The performance evaluation form of the committees and subcommittees uses the SET guideline but adapts for the Company business characteristics.

5.10 ORIENTATION FOR NEW MEMBER(S) OF THE COMMITTEES

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, including any other relevant information to the new member(s) of the Board of Directors to prepare new member(s) for the job of being director(s).

In 2018, the orientation was held on May 14th, 2018.

5.11 POLICY WITH REGARDS TO MEMBERS OF THE BOARD OF DIRECTORS AND HIGH-LEVEL 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 2017, there was no issue of non-compliance with this policy

5.12 DEVELOPMENT OF MEMBERS OF THE BOARD OF DIRECTORS AND HIGH-LEVEL EXECUTIVES

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 Program (DCP), Directors Accreditation Program (DAP), Audit Committee Program (ACP), and Executive Development Program (EDP). The knowledge and experience gained from these curricula and programs should be applied to Company development. So far, Board members who attended various curricula include

Mr.Prasong Tharachai

  • Directors Accreditation Program (DAP) 91/2011, Thai Institute of Directors (IOD)
  • Role of the Chairman Program (RCP) 34/2014, Thai Institute of Directors (IOD)
  • Chairman Forum R-CF 1/2014, Thai Institute of Directors (IOD)

Mr.Tat Thongpakdi

  • Directors Accreditation Program (DAP) 100/2013, Thai Institute of Directors (IOD)
  • Financial Instruments for Directors (FID) 3/2013, Market for Alternative Investment (MAI)
  • Successful Formulation and Execution of strategy (SFE) 24/2015, Thai institute of Directors (IOD)
  • Enhancing Thailand Competitiveness (2015), Thai Listed Companies Association (TLCA)

Mrs.Vipavee Boonyaprasit

  • Directors Accreditation Program (DAP) 91/2011, Thai Institute of Directors (IOD)
  • Anti-Corruption Seminar 2/2013, Thai Institute of Directors (IOD)
  • Governance as a driving force for business sustainability (2015), The Stock Exchange of Thailand (SET)
  • Anti-Corruption The Practical guide 2015, Thai institute of Directors (IOD)

Mr. Phongthon Tharachai

  • Ethical Leadership Program (ELP) Class 14/2018 By Thai Institute of Directors (IOD)
  • Training Program - Advance Potentiality Development of Innovation for Entrepreneurs by Institute of National Innovation, SET, mai and TMA
  • Directors Accreditation Program (DAP) 91/2011, Thai Institute of Directors (IOD)
  • Executive Development Program (EDP) 5/2010, Thai Listed Company Association (TLCA)
  • Future Entrepreneurs Forum (FEF) 1, Market for Alternative Investment (MAI)
  • Anti-Corruption For Executive Program 11/2014 (ACEP 11), Thai Institute of Directors (IOD)
  • Anti-Corruption Seminar 2/2013, Thai Institute of Directors (IOD)
  • CSR Report 8/2014, The Stock Exchange of Thailand (SET)
  • Preliminary CSR for Corporate Sustainability 8/2014, The Stock Exchange of Thailand (SET)
  • Thai Intelligent Investor Program 2014, Thai Investors Academy
  • Corporate Sustainability Advisory Program 2014, The Stock Exchange of Thailand (SET)
  • Leadership Succession Program (LSP) Class 8 (2017), Institute of Research and Development for Public Enterprises (IRDP)

Mr. Theerathon Tharachai

  • Leadership Succession Program Class 7 Institute of Research and Development for Public Enterprises
  • Directors Certification Program (DCP) 101/2008, Thai Institute of Directors (IOD)
  • Directors Accreditation Program (DAP) 68/2008, Thai Institute of Directors (IOD)
  • Executive Development Program (EDP) 4/2009, Thai Listed Company Association (TLCA)
  • Financial Instruments for Directors (FID) 3/2013, Market for Alternative Investment (MAI)
  • Strategic CFO in Capital Markets Program (2015), The Stock Exchange of Thailand (SET)
  • Enhancing Thailand Competitiveness (2015), Thai Listed Companies Association (TLCA)
  • CFO in the new financial world (2015), Securities and Exchange Commission (SEC)

Mr. Tanit Thongtong

  • Advanced Audit Committee Program (AACP) Class 29/2018 Thai Institute of Directors
  • Director Accreditation Program (DAP) Class 11/2004 Thai Institute of Directors

Every Company’s committee has attended the seminars and training courses which Thai Institute of Directors (IOD) created. The percentage of attending committees is 100%.

In 2017, Board members who attended various programs include

  1. Mr.Phongthon Tharachai
    • Ethical Leadership Program (ELP) Class 14/2018 By Thai Institute of Directors (IOD)
  2. Mr. Tanit Thongtong
    • Advanced Audit Committee Program (AACP) Class 29/2018 Thai Institute of Directors
5.13 THE POLICY IMPLEMENTATION

Company practices are conducted in line with the Company polished policies. Moreover, the Company assigns PPS Training Center 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 published policies which are parts of training courses are described as follows;

  1. Good Corporate Governance Policy
  2. The Terms of Ethics and Code of Conduct for Directors and Employees
  3. Anti-Corruption Policy
  4. Respect for Human Rights
  5. Friendly Environmental Operation
  6. Using Resources Efficiently
5.14 SCOPE OF AUTHORITY OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

The Company arranges for the Chairman of the Board of Directors has authority as follows:

  1. Sets Board meeting agenda in consultation with the Managing Director and oversees to ensure Board members receive accurate, complete, timely, and clear information prior to the meeting to assist in their decision making process.
  2. Provides leadership and direction to the Board of Directors and chairs meetings of the Board.
    • Conducts a Board meeting according to the agendas, the Company's Regulations, and laws
    • Encourages and allocates sufficient time to each Board member to discuss and express their free opinion with circumspection and concern for all stakeholders
    • Sums up the Board meeting resolutions and the actions to take clearly
    • Sets up a Board meeting without the presence of the Executive Director
    • In case of an equality of votes, the Chairman shall have a casting vote.
  3. Chairs meetings of shareholders according to the agendas, the Company's Regulations, and relevant laws by allocating time appropriately along with providing opportunities for shareholders to express their opinions equitably and ensuring that shareholders' inquiries are responded to appropriately and transparently.
  4. Supports and be a role model in compliance with the principles of good corporate governance and the Company Code of Conduct
  5. Fosters a positive working relationship between the Board of Directors and the Management and supports the performance of the duties of the Managing Director and the Management team in accordance with the Company's policy.
  6. Oversees to ensure the transparent disclosure of information and management in the event of conflicts of interest.
  7. Oversees to ensure the Board of Directors has appropriate structure and composition.
  8. Oversees that the Board of Directors as a whole, Sub-committee members, and each individual director perform their duties effectively and efficiently.
  9. Oversees to ensure the performance assessment of the Board of Directors as a whole and selfassessment of directors, Chairman, and Sub-committee members. The assessment results are reviewed to find solutions for improving their performance and enhance the knowledge and capabilities of the directors and Sub-committee members.
5.15 REMUNERATION FOR THE BOARD AND THE TOP EXECUTIVES

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 adequately high to keep the qualified the Board and the Top Executives to work with The Company.

  1. Remuneration Rules
    • Short-term remuneration consists of salary, consulting compensation, bonuses and other welfares such as daily allowance and phone allowance. For senior consulting engineers, they will get extra remuneration based on the shown rate in contract agreement.'
    • 2Long-term remuneration comprises of provident fund, retirement compensation, the Employee Joint Investment Program (EJIP).
  2. Remuneration Consideration Payment
    • Managing Director Remuneration: The nomination and remuneration committees will use performance evaluation results which are assessed by the Company's Board of Directors for remuneration consideration. The chairman of the board of director will inform managing director and the board of director performance evaluation results.
    • Top Executive Remuneration: The committees assign managing director to evaluate top executive performance including considering top executive remuneration based on the rules
    • Executive Director Remuneration: The executive directors do not get paid as the committees but get paid as employees and executives.
5.16 INDEPENDENT DIRECTORS

An independent director shall not be an executive 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; Mrs.Vipavee Boonyaprasit, Mr.Kachen Benjakul, and Mr. Tanit Thongtong. They are 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.

5.17 COMMUNICATIONS WITH THE EXECUTIVES

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.

5.18 NON-EXECUTIVE DIRECTOR WITH EXPERIENCE IN RELATED BUSINESS

Mr. Kachen Benjakul and Mr. Tanit Thongtong acquired the bachelor degree at Chulalongkorn University in Faculty of Engineering. Currently, they are independent directors and Board of Director and experiences in related engineering business. Therefore, he is able to raise the Company business operation effectively

5.19 THE COMPANY'S STRATEGY INTO PRACTICE

The Board of Directors has to monitoring compliance with the company's strategy on a quarterly by setting the agenda for report and monitor on the Company’s Board of Director Meeting.

5.20 INDEPENDENCE OF THE COMPANY'S BOARD OF DIRECTORS AND HIGH-LEVEL EXECUTIVES FROM THE EXTERNAL AUDITOR.

The Company has determined the Company’s Board of Directors and High-Level Executives must be independent from the external auditors, must never be a partner or employee of the external auditors company (at least 2 years passed). In 2018, The Company has adopted stringently and there was no evidence that the Board of Directors and executives had acted in any way which caused a conflict of interest against the Company.

SECTION 6 - THE SECRETARY OF THE COMPANY

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;

  1. Provide suggestions and support the work of the Company's Board of Directors with regards to legal issues and related rules and regulations
  2. Ensure that the Company operating according to the principles of good corporate governance as well as monitor to assure that policies and suggestions of the Board of Directors are being practically implemented
  3. Be responsible in the production and storage of important documents
  4. Ensure that the Company and the Company's Board of Directors as well as the management comply with the related legislation and various rules and regulations
  5. Communicate with shareholders and look after shareholders in an appropriate manner
  6. Communicate with the relevant supervisory organizations

Apparently, Mr.Voradaj Piemsuwan already took a “Company Secretary Program Class” 42/2011 of Thai Institute of Directors (IOD), which is specific class for the company secretary training.