The company’s policy is for its members of the board to comply with the regulations of listed companies with respect to the duty and responsibility of directors. Subsequent to the company’s transformation to a public company, the board of directors and the audit committee together established supervisory guidelines in overseeing the company’s operation and to clearly define the scope of authority of directors and management. This covers compliance to the law, memorandum of the association, bylaws and the resolutions of the shareholders with honesty, integrity and utmost care to ensure maximum benefits to the company. The directors are also charged with establishing the company’s policy and business direction and to ensure that the set policy is followed by management.
Pursuant to the guidelines established by the SET for listed companies, the company summarized the practices of corporate governance in 2016 as follows:
Shareholders are the rightful owners of the company whose rights and privileges are recognized and respected. These rights are: shares buy/sell, shares transfer, profit sharing, rights to attend meetings, participate in agenda deliberation and voting.
The board of directors shall arrange a shareholders’ meeting with a 7 day advance notice to all shareholders. Shareholders will be informed in writing of all agenda together with the directors’ opinion and recommendation for each of the agenda presented. Such information will be posted on company’s website in advance both in Thai and English prior to the date of the meeting for voting decision. The notice will also be announced in the newspaper for three consecutive days and at least three days prior to a shareholders’ meeting for the shareholders to prepare themselves in joining the meeting.
In 2016, the Annual General Meeting of Shareholders was held on February 19, 2016, whereby 8 directors attended the meeting and a director could not attend. The company deemed it appropriate to organize the meeting at Round Room, Phothalai Leisure Park, which was sufficient to support all attending shareholders. In addition, the company facilitated all shareholders at the meeting date by arranging adequate number of staffs to welcome and check registration documents. The company made registration process available one hour prior to the meeting by using bar code system to shorten the registration process.
Before the meeting, the chairman of the board of directors assigned company secretary to clarify rules and criteria to the meeting such as the opening, voting procedures, counting of shareholders’ vote for each agenda. The legal advisors from Dharmniti Law Office and independent auditors from DIA International Audit Co., Ltd. are the moderators to check the vote for transparency in all sessions. For the issue of voting on the election of directors, the company allowed shareholders to vote by person. For the issue on the appointment and remuneration of auditors, auditors’ names, company’s name, the independence of auditors, and audit fee are specified in the notice for consideration of the suitability of auditors.
During the meeting the shareholders will have the rights to freely question and express their opinion during the deliberation of each issue. The company used a bar code system to count the vote for accuracy and more convenience. At the meeting, the order of agenda was not changed, and there was no request to add other agenda.
After the meeting, the company disclosed the resolutions of the meeting including the vote in the evening of the meeting date by sending news through the Stock Exchange of Thailand (SET) and posted on company’s website. The company also prepared the minutes of the meeting that will be recorded accurately and in full covering of questions, answers and vote count for shareholders’ later perusal. The company submitted such minutes to SET within 14 days after the meeting, in accordance with the SET regulations, and posted the video recording of the meeting for shareholders’ acknowledgement on company’s website.
Each shareholder or group of shareholders is treated equally whether they are management or nonmanagement, majority or minority shareholders or foreign shareholders:
- The company distributes the notices to shareholders at least 7 days prior to the shareholders’ meeting and provides the notices and relevant documents in English for foreign shareholders.
- The company posts the notices in both Thai and English on the company’s website 14 days in advanceprior to the shareholders’ meeting.
- The company delivers proxy form B which is attached with the notices to shareholders. It clearly explains the procedure and related documents for shareholders to prepare documents properly and do not cause problems in the attendance of proxy holders. This is to allow shareholders who are unable to attend meeting may appoint proxy holders or independent directors to attend and vote on their behalf. The independent directors’ profile and report of conflict of interests in each agenda are attached completely.
- To ensure transparency and accountability, the company supports to use ballot for the important agenda such as the related transaction and the acquisition and disposition of assets.
- The shareholders’ meeting shall be conducted according to the agenda notified in the notice and it is our policy not to add items to the agenda without advance notice to shareholders.
The company has the policy to control and monitor the use of inside information by directors and management for their personal gain. Please see more details in the inside information supervision section.
Conflict of Interest
In order to avoid conflict of interests, the company specifies the criteria with regard to the conflict of interest as follows:
- Any director or executive who may have conflict of interests in any agenda item under consideration must not attend the meeting or must abstain from voting on such agenda item. This is to ensure that the Board and executives make decisions in a fair manner for the utmost benefit of shareholders.
- In case of the normal business transactions or the transactions to support the normal business with general terms and conditions and compensations that can be calculated from assets or reference prices, the procedure to undertake those transactions shall be in accordance with the regulations of SEC and SET with regard to the connected transaction. The undertaken transactions shall be reported to the audit committee on a quarterly basis.
- In case of other related transactions apart from the above mention, the audit committee shall provide their opinions with regard to the necessity of the transaction and the reasonableness of the transaction’s price by considering the normal business practice of the industry and comparing the undertaken price with the price of others or the market price. In case that the audit committee has no expertise on any transaction, the company would hire an independent specialist or an auditor to provide their opinion on such transaction for the consideration of the audit committee, the board of directors or the shareholders as the case may be. The directors who may have any conflict of interest of the transaction will not be able to vote on such transaction.
All stakeholders are equally treated to foster a harmonious relationship leading to the growth and prosperity of the company in the long run.
Stakeholder engagement guidelines are summarized as follows :
|Shareholders:||The company’s business operation is always full with the honesty, integrity, and transparency to ensure the sustainable growth for increasing the shareholders’ value and ultimate returns. The company is also considerate of shareholders’ rights and equality as disclosed in section 1 “Rights of Shareholders” and section 2 “Equal Treatment to All Shareholders”.|
|Employees:||The company is fully cognizant that employees are its most valuable asset and the key factor for growth. The company thus focuses on the quality policy “Quality Life, Quality Work” with the belief that quality work only comes from quality life (staff). Therefore, PICO (Thailand) encourages the continuing knowledge development of all employees and gives them fair treatment at work and competitive compensation and benefit package such as provident fund, life and health insurance. The Company also creates the channel for all employees to give feedbacks and recommendations to their peers or management. So these feedbacks and recommendations can be analyzed and brainstormed to become a mutually acceptable solution which will benefit all employees and the Company’s operation and also make a good relationship among the entire Company.|
|Trading partners:||Honor the market practice while ensuring that all parties receive appropriate returns for both parties. This includes avoiding situations leading to the conflict of interest together with strictly abiding by the terms of contracts.|
|Customers:||We offer maximum benefits to the customers through the best and highest service quality, product standard, responsive to needs and respect of customer’s privileged information.
Evident from being one of the first MICE and Events organizations who are certified of ISO 9001: 2008 on Project Management for Event Marketing, Exhibition, Museum and Special Project, the services provided by PICO are clearly up to a very high international standard.
Such certification is a proof of our professional services with the good standard of safety, efficient working processes, systematic data collection, and punctual delivery of projects.
|Competitors:||We believe that competition induces creative development and we abide by the rules of a good competition. We will not resort to predatory practices on our competitors.|
|Creditors:||The Company strictly complies with the terms and conditions agreed upon with respect to amortizing, collateral care, and commitment and contingent liabilities. In addition, the Company strives to maintain sustainable relations with creditors and mutual trust.|
|Community, Society and Environment:||We are aware of our duty and responsibility to the community, society and environment and strive to ensure that the rights of all stakeholders are protected through strict compliance to the law and regulations. Additionally, the Company is always considerate of environment impact when offering a service and conducts the business with the philosophy that “What is good to the community is good to the business”, the Company has thus always been focusing in offering the innovative services that create value to the society as a whole (Creating Shared Value). Further detail on the Company’s creating shared value and environmental management can be found under “Corporate Social Responsibility”.|
Fair Business Conduct :
The company believes in and always promotes fair business conducts and ethical standards, with its goals in providing services that are valuable to clients’ businesses while at the same time socially beneficial. With this in mind, the company gives highest priority to ensure the protection of intellectual property and takes extra care in our operations.
Respecting Human Rights :
PICO (Thailand) actively promotes respect for human rights and is committed to complying with all applicable laws and regulations. Also, the company is strongly against any workplace discrimination.
In the recruitment process, the company is also committed to the principles of equality and non-discrimination, which guarantees that every person is treated by the company with equal treatment and not subject to any distinction, exclusion or preference made on the basis of race, color, sex, religion, political opinion, national extraction or social origin.
Moreover, we support the community to be able to generate income and be self-sufficient. To this end, the company allowed the setting up of food stalls by the local community to sell to the company’s staff in the canteen. This, in turn, provides convenience to both the company’s staff and our neighboring offices.
Anti-Corruption Policy :
The company has zero tolerance regarding corruption. To prevent corruption at work, rigorous precautions and guidelines on working processed are laid down and are strictly followed. In addition, frequent notices regarding honesty at work are repeatedly sent out to remind the employees. The company continuously emphasizes the 3 characteristics of desirable employee:
- Accountability, meaning that each employee shall be responsible, trustworthy and can be able to account for his or her own actions.
- Integrity, meaning that each employee shall be honest, practice transparency at work, and not support any wrong-doing or corruption.
- Dignity, meaning that each employee shall have self-respect and shall treat others with the same respect and dignity.
Whistle-Blowing Policy and Whistler-Blower Protection :
We have set up the channels for complaints, suggestions, or recommendations indicating impacts or risks of impacts on stakeholders arising from its business or from wrongful action by directly contact:
Chairman of Audit Committee
Pico (Thailand) Public Company Limited
10 Soi Lasalle 56, Sukhumvit Road, Bangna, Bangna, Bangkok 10260
Tel. +662-748-7007 Fax +662-745-8521-2
The company will proceed with its investigations as specified in its procedures and record the outcomes in writing without naming whistle-blowers, and will also keep their information confidential
We recognize the significance of disclosures, financial or otherwise to the public. These disclosures are made through the channels prescribed by the Securities and Exchange Commission and the Stock Exchange of Thailand and laws in many channels such as its annual information disclosure form (form 56-1) and annual report (form 56-2),our website at www.picothai.com, Opportunity Day and the regular meeting with securities analysts. This year, the company gave the opportunity for investors and analysts both domestic and abroad to meet and discuss with management in order to strengthen their knowledge and understanding of the company's business operations.
The company has disclosed details of directors' remuneration in the management structure section. In addition, the company set policies for directors to make quarterly reports on the purchases-sales of shares/holding in company stocks and change on their conflict of interest to the board of directors meeting.
We are confident that shareholders can have access to the necessary information from these channels. Moreover, shareholders and the general public can readily reach our investor relations officer for additional information.
Mr. Chaijit Tehasuwanarat, chief financial officer, serves as the investor relations officer and may be reached at 02-748-7007 or email address email@example.com
Structure of the Board of Directors
- The company’s board of directors consists of nine directors with three being independent directors. The ratio of independent directors is 1/3, which is in compliance with the standard established by the Stock Exchange of Thailand.
- Members of the board serve for a period of three years. The longest serving director will take turn in retiring in the proportion of one third of total.
- Three directors are appointed as executive committee members tasked with the implementation of the company’s direction, business plan and established annual budget. The division of duty and responsibility of directors and executive committee members is clearly divided.
- The audit committee members consist exclusively of independent directors to assist in the oversight of operation. The audit committee holds quarterly meeting and reports to the board of directors.
- The nomination and remuneration committees are appointed by the board of directors for screening and selecting the appropriate person (s) as member(s) of the board of directors and determining the remuneration package and other benefits, duty and responsibility of executive chairman and chief executive officer.
- The chief financial officer is appointed as the secretary to the board of directors, the audit committee with the duty to advise on legal aspects and other pertinent regulations that the directors need to be cognizant of. He also coordinates that the resolution made the board of directors meeting be implemented.
Term of Office
Members of the board serve a period of three years.
Directors are elected by the shareholders’ meeting in the annual general meeting of shareholders. At the annual general meeting of shareholders, one-third of directors shall retire by rotation. If the number of directors is not a multiple of three, the number of directors closest to one-third shall retire with the longest serving directors retiring first. A director who vacates office under this Section may be re-elected.
If directorship vacancy exist other from the rotational retirement, the board of directors may select a qualified person to become a replacement and to attend the following scheduled board meeting.
Checks and Balances of Directors
The board of directors is tasked with the oversight of the executive committee members in its implementation of the established policy. The chairman of the board of directors, the chairman of the executive committee, and chief executive officer are different persons so as to provide a check and balance by clearly determining roles and responsibilities
Furthermore, an audit committee is appointed comprising of 3 independent directors. It is charged with the oversight of the company’s operation and to ensure that the planning and business making decisions are appropriately taken and that the decision is not dominated by the executive committee or a single group of persons.
Checks and balances of non management directors
By design the committees and boards are appointed so that no person or group of persons can dominate the decision making process to ensure of operational efficiency an established check and balance mechanism.
|Director who are member of executive committee||3 persons|
|Director who are not member of executive committee||6 persons|
|Independent directors||3 persons|
Limitation of the Number of Listed Companies in which a Director may hold Directorship
The board of directors set a policy to limit the number of listed companies in which each director may hold a directorship. This policy aims to ensure that directors have time sufficient to handle their duties. The board of directors has limited 5 board seats in listed companies including its unlisted subsidiaries.
There is no independent director holding a directorship more than 5 board seats in listed companies. There is no executive director holding a directorship more than 2 board seats in listed companies.
Board of Directors Meeting
The board supports regular attendance and encourages the participation of the members at meetings which are scheduled quarterly at the minimum. Meetings are held to inform of events with members encouraged in the business deliberations and participate in the decision making processes. Every year, directors are informed in advance of the meeting date and venue for board members to manage their time to attend the meetings and send agenda and pertinent material supplied at least 5 working days before the meetings. During each meeting, Chairman and Chief Executive Officer jointly determine which agenda items are relevant to the meeting and directors may introduce additional agenda for discussion. Open and meaningful discussions are encouraged with the secretary to the board responsible for the recording of the minutes.
In 2016, there are 5 board of directors meetings. Attendance record of board members is disclosed on “Management” section.
The board appointed Mr. Chaijit Tehasuwanarat as Company Secretary. The board deemed that he is appropriate because he is knowledgeable in Accounting and passed training program relevant to the duties of company secretary. The details are disclosed on Appendix 1: Details of Directors, Executives, Authorized Persons & Company Secretary.
Company Secretary is in charged with the following duties :
- Responsible for organizing the shareholders and board meetings according to laws, company’s article of association, and relevant standard practices
- Keep and maintain notices, meeting documents, minutes of the meetings, and monitor the implementation of the resolutions of shareholders and board
- Prepare and file board registry
- Serve as consultant and secretary to the board
- Ensure legal compliance and compliance of the company’s internal guideline
- Coordinate between legal advisor and auditor
- Provide advice to the board regarding legal issues and the company rules and regulations and ensure compliance with such rules and regulations. Report changes of amendments of such rules and regulations to the board of directors.
- Responsible for filing annual reports (Form 56-2) and annual registration statement (Form 56-1)
The Development of Skills for Directors and Management
The company set the policy to support the development of skills for directors, management, and corporate secretary by requiring their attendance of seminars which offers by professional institutions such as Thai Institute of Directors (IOD), Listed Companies Association and others. The purpose is to build confidence in the boards’ ability to monitor the company’s performance effectively. The corporate secretary has been assigned to prepare the history of training program for board members and propose proper training programs for consideration.
List of training programs, which were held by Thai Institution of Directors (IOD), taken by the company’s directors and management is as follows:
|Director and Management||Training Program||No.|
|Mr. Pised Chungyampin||Director Accreditation Program
Director Certification Program
Finance for Non – Finance Directors
Role of the Chairman Program
|Mr. Silchai Kiatpapan||Director Accreditation Program
Director Certification Program
Finance for Non – Finance Directors
|Mr. Viriya Pholpoke||Director Accreditation Program||DAP 7/2004|
|Mr. Chaiyod Bunyagidj||Director Accreditation Program
Audit Committee Program
Finance for Non – Finance Directors
Monitoring the System of Internal Control and Risk Management
Improving the Quality of Financial Reporting
|Mr. Sern Vithespongse||Director Accreditation Program||DAP 7/2004|
|Mrs. Sasitorn Phongsathorn||Director Accreditation Program
Director Certification Program
Financial Institutions Governance Program
Corporate Governance for Capital Market Intermediaries
|Mr. Chokchai Vatcharanirunkul||Director Accreditation Program||DAP 93/2011|
|Miss Supaporn Sawangjitt||Director Accreditation Program||DAP 93/2011|
|Mr. Chaijit Tehasuwanarat||Company Secretary Program
Effective Minute Taking
Successful Formulation and Execution of Strategy
How to Measure the Success of Corporate Strategy
How to Develop a Risk Management Plan
Corporate Governance for Executive
During the year, directors and management of the Company have attended the seminar or taken the training courses as follows :
|Directors and Management||Training Program|
|Mr. Viriya Pholpoke||The Power of Culture: From Performance Culture to Winning Culture by Thai Institution of Directors (IOD)|
|Mr. Chaiyod Bunyagidj|| The Power of Culture: From Performance Culture to Winning Culture by Thai Institution of Directors (IOD)
IOD Dinner Talk 2/2016 “Ten practical guidelines to improving board communication” by Thai Institution of Directors (IOD)
|Mrs. Sasitorn Phongsathorn||Corporate Governance for Capital Market Intermediaries (CGI 17/2016) by Thai Institution of Directors (IOD)|
|Miss Supaporn Sawangjitt||The Power of Culture: From Performance Culture to Winning Culture by Thai Institution of Directors (IOD)|
|Mr. Chaijit Tehasuwanarat||Business Challenge of Merger & Acquisition by Federation of Accounting Professions|
Orientation for New Director
In case of having new director, the company has a policy to arrange an orientation including documents and information for better understanding in company’s business and its operations. Moreover, the company encourages new directors to attend IOD training courses to assist in better fulfilling their role as a board member.