Corporate Governance Policy
The Company established good corporate governance policies for the directors, executives and employees to adhere to as an operational guideline. The Company disseminated the corporate governance on the Malee Intranet network and on the company’s website, www.malee.co.th, so that directors, executives, employees, as well as third parties who visit the website know, understand and adapt the governance policy for the perceivable operation.
The Company is well aware of operating business with responsibility and fairness. Therefore, the Company realizes the importance of good corporate governance and management which increases competitiveness and efficiency of management by focusing on creating value and promoting sustainable business growth, and on creating investor confidence which leads to long-term value creation for the company, shareholders and all stakeholders, corporate governance. This enables the company’s operations to be transparent and verifiable.
Over the past years, the Board of Directors has approved the corporate governance policy in accordance with the Good Corporate Governance Principles for Listed Companies 2012 by the Office of the Securities and Exchange Commission. There are five primary principles (CG Principles). Up until 2017, the Office of the Securities and Exchange Commission issued the “Principles of Good Corporate Governance for Registered Companies in 2017” (CG Code 2017) as a replacement for “Good Corporate Governance Principles for Listed Companies in 2012” (CG Principles 2012). The Board of Directors resolved to adjust the corporate governance principles of the company to be in the same direction with this new CG Code by continuing to focus on 5 principles as practical guidelines and added the principles of the Board of Directors of the Company as the leaders or the highest responsible person in the organization to create sustainable value for the business to meet the expectations of the business sector, the shareholders and stakeholders, as well as the capital market and society as a whole. The Management Team gradually adjusted the details of the corporate governance of the company.
According to the Meeting of the Board of Directors which was held on November 11, 2021, the Meeting reviewed the implementation of CG Code 2017 which includes 8 guidelines as follows:
- Recognize the roles and responsibilities of the Board of Directors as the organization leaders who create sustainable value for the business.
- Determine the objectives and main goals of the business for sustainability
- Strengthen the effective Board of Directors
- Recruiting and developing high-level executives and personnel management
- Promote innovation and conducting business with responsibility
- Ensure that there is an appropriate risk management and internal control system.
- Maintain financial credibility and disclosure.
- Support participation and communication with shareholders
In 2021, Malee has been evaluated in the Corporate Governance Report of Thai Listed Companies, and received a “5-Star CG Scoring (Excellent)” among the Top Quartile Ranking from the National Corporate Governance Committee and the Thai Institute of Directors Association (IOD) for the third consecutive year.
8 Corporate Governance Guidelines are as follows:
1. Recognize the roles and responsibilities of the Board of Directors as the organization leaders who create sustainable value for the business.
1.1 The Board of Directors understands and realizes their leadership role and responsibilities in overseeing the Company, and strengthen good governance, including:
(1) defining objectives and targets.
(2) defining strategies, operating policy, as well as allocating significant resources to achieve the objectives and targets.
(3) monitoring, evaluating, and supervising the reporting on the company’s performance.
1.2 The Board of Director has the following on corporate governance policy to create sustainable value creation of business, ethically with respect and responsibilities towards shareholder’s right and stakeholders in all sectors, taking into consideration social interest and develop or reduce negative impact on environment. This includes written policies for directors, executives and employees, such as business ethics, etc.
- The Board of Directors has an obligation to supervise all directors and executives to perform their obligations with Accountability and Responsibility, Duty of Care, and Duty of Loyalty for best interest of the company. The Board of Directors perform their responsibilities in compliance with applicable laws, objectives, articles of association, Board of Directors’ resolutions, Shareholders’ Meeting resolutions, and the Company’s Policies. There must be sufficient mechanisms to ensure that the company’s operations comply with relevant laws such as the interconnected transaction policy, anti-corruption policy, regulatory authority, such as investments, transactions that have a significant impact on the Company. Making transactions with connected persons and acquisition or disposition of property, the payment of dividends, etc., shall be in accordance with the conditions prescribed by law.
- The Board of Directors shall understand the scope of duties and responsibilities of the Board of Director and clearly define the scope of assignments and responsibilities to the Chief Executive Officer, Managing Director, and the Management. The Board of Directors shall also monitor the Chief Executive Officer, the Managing Director, and the Management to ensure that they perform their duties as assigned.
2. Determine of the Objectives and Main Goals of the Business for Sustainability
2.1 The Board of Directors emphasizes on the determination of objectives and main goals of the organization’s business to sustainably grow with the society; creating values and benefits for the organization, clients, partners, employees, shareholders, stakeholders and society as a whole; and creating an organizational culture that is under the principles of good corporate governance.
2.2 The Company’s both annual and medium-term (3-5 years) and/or annual business strategies, goals and strategies shall be consistent with the achievement of the main objectives and goals of the organization, with the appropriate and safe use of innovation and technology.
3. Strengthen the Board of Directors with effectiveness
3.1 Directors The Board of Directors has duties and responsibilities in determining and reviewing the Board of Directors’ structure in terms of composition, qualifications, expertise, experience, number of directors suitable for the business, and Independent Director Ratio, to ensure the appropriateness and necessity in order to achieve the specified objectives and main goals. The relevant details are set out in the Board of Directors’ charter.
The Board of Directors is comprised of executive directors and non- executive directors who have duties and responsibilities to carry out the business of the company so that it is in compliance with the laws, objectives, regulations and resolutions of the Shareholders’ Meeting. In regards to performing the duties, the Board of Directors may assign one or more directors or another person to perform any act on behalf of the Board. The Board of Directors must hold a Board Meeting every three (3) months. The directors who have signatory authority, according to the Company Certificate, have authority to affix their signatures with the Company’s Seal on any documents, instruments or other important documents that bind the Company. The Meeting of the Shareholders or the Board of Directors is able to make an amendment to change the names of the director who has signatory authority to bind the company with the Company’s Seal. The Company prohibits directors from operating businesses of the same nature and competing with the business of the company or being a partner in an ordinary partnership or a partner with no limited liability in a limited partnership, or being a director of a private company that operates a business of the same nature and is in competition with the business of the company, unless the Shareholders’ Meeting was notified before there was a resolution to appoint a director. The director shall inform the company without delay when the director is a stakeholder in any contract that the company has made or holds shares or debentures in the company and affiliated companies when the number of holding share increased or decreased as well as the specific management responsibilities.
The Article of Association of the Company determined that at every Annual General Meeting, at least one-third of the directors must vacate the position or if the number of directors cannot be divided equally into three parts, the number closest to one-third of the directors will retire in the first year and the second year after the company was registered. Lots must be drawn in order to choose directors to vacate the position. In subsequent years, the directors who have held the positions the longest shall retire. However, retiring directors may be re-elected to the position.
3.2 Independent Directors
Definition of Independent Directors: The definition of the company ‘s independent directors is in accordance with the regulations of the Office of the Securities and Exchange Commission, and the Stock Exchange of Thailand.
- Hold no more than one percent of the total voting shares of the company, the parent company, subsidiary, associated company, major shareholder, or be a controlling person of the company. This includes the shareholding of related persons of the independent director.
- Not being nor used to be a director who is involved in management, staff, employees, or advisors who receive a regular salary or a controlling person of the Company, parent company, subsidiary, associated company, same-level subsidiary company, major shareholder, or a controlling person of the company unless the above characteristics have passed for more than 2 years.
- Not being a person related by blood or by legal registration in the form of father, mother, spouse, sibling or child including the spouse of the children, executive, major shareholder, controlling person and the candidate to be an executive or the controlling person of the and company.
- Not having nor has had a business relationship with the Company, parent company, subsidiary, associated company, major shareholder, or a controlling person of the company in a manner that may obstruct the independent discretion of the independent directors. This includes neither being nor having been a major shareholder or controlling person of a person who has a business relationship with the company, parent company, subsidiary, associated company, major shareholder, or a controlling person of the company unless the above characteristics have passed for more than 2 years.
- Not being nor has been an auditor of the Company, parent company, subsidiary, associated company, major shareholder, or a controlling person of the Company. Not being a major shareholder, controlling person, or partner of the audit firm which audits the Company, subsidiaries, associated companies, major shareholder, or controlling person of the Company unless the above characteristics have passed for more than 2 years.
- Not being nor used to be a professional service provider which includes legal advisors or financial advisors that receive service fees of more than Baht 2 million per year from the company, parent company, subsidiary, associated company, major shareholder, or controlling person of the company and is not a major shareholder, controlling person, or partner of that professional service provider unless the above characteristics have passed for more than 2 years.
- Not being a director appointed to be a representative of the company, major shareholder, or shareholder who is related to a major shareholder.
- Not operating a business of the same nature nor being in competition with the business of the company or subsidiary. Not being partner in a partnership or being a director that participates in management, employees, staff, or consultants who receive a regular salary or hold more than one percent of the total voting shares of other companies that operate a business of the same nature and not being in competition with the business of the company or subsidiary. Not having any characteristics that make them incapable of expressing independent opinions in regards to the company’s business affairs.
3.3 An executive director refers to a director who participates in the management of the company full time and receives monthly remuneration in the form of salaries and other remuneration equivalent to salary.
3.4 A non-executive director refers to a director who does not hold a management position and is not involved in the day-to-day management of the company. They may or may not be an independent director.
The Board of Directors Meeting
The Board of Directors’ Meeting is an important duty of the Board of Directors. The Board of Directors must regularly attend the Board Meetings in order to be informed and jointly make decisions on the company’s business operations. There will be at least 4 meetings each year. Each meeting will have clearly defined meeting agenda items. Special meetings may be held to consider matters of urgent importance.
The Company has a policy regarding the minimum quorum. When the Board of Directors resolves a resolution at the meeting, there must be no less than two-third of the directors in the Board Meeting, senior executives of the company may also attend the meeting in order to provide useful information and acknowledge policies directly.
In determining the agenda for the Meeting of the Board, the Executive Committee will consider the issues to be put into the agenda for the Board of Directors’ Meeting. Every executive director is allowed to propose issues to be considered as an agenda item. They are also able to express opinions freely. The Company Secretary will compile the above matters into the agenda items for the Board of Directors’ Meeting by proposing the agenda items to the Chairman of the Board of Directors to consider the approval and prepare the meeting invitation letter to call for the Board Meeting.
In the resolution of the Meeting of the Board of Directors, a majority vote in the minimum quorum at the time that the Board of Directors resolve a resolution in the meeting must be no less than two-third of the directors. Each director has one vote. Directors with vested interests will not attend the Meeting or they shall waive their voting rights on the matter at the end of the Meeting. The Company Secretary has the responsibility to prepare the meeting minutes and submit them to the Chairman of the Board to consider and affix with a signature in order to be proposed to the Meeting for approval in the first agenda item of the next meeting. In this regard, the directors are able to express their opinions and request amendments to the meeting minutes so that they are as accurate as possible. The meeting minutes approved by the Meeting will be stored systematically as confidential documents and stored as electronic documents in order to conveniently search for references.
Meetings of the Non-Executive Directors
In addition, the Company has a policy for non-executive directors and non-executive committees to have a joint meeting at least once a year for the purpose of providing non-executive directors and non-executive committees the opportunity to hold meetings among themselves in order to discuss various issues of interest to the Company’s business without executive management or the Management team joining. For example, management strategy, sustainable growth guidelines as well as risk management regarding disruptive business trends. In 2021, non-executive directors held 1 meeting. The meeting was held on May 10, 2021.
Policy on Limiting the Number of Companies and Terms of Director
The Company has a policy that directors of the company cannot hold positions in more than 5 listed companies without any exception. Currently, all of the’ company’s directors hold positions in no more than 5 listed companies. In addition, the Company has a policy that prohibits the Chief Executive Officer from being a director in other companies that operate business of the same or similar nature, except for associated companies and/or subsidiaries and/or affiliated companies to ensure that no conflicts of interest will occur. Independent Directors are able to hold a position consecutively for no more than 9 years without exception. The Board of Directors considers that the policy regarding the term of independent directors is appropriate in regards to the continuous performance duties of directors because recruiting suitable persons takes time.
Terms of Office of Directors
At each Annual General Meeting of the Shareholders, one-third of the directors shall leave their positions. If their number is not a multiple of three, the number nearest to one-third must retire from office. The retired directors may be re-elected. A vacancy in the Board of Directors by reasons other than term completion will be filled at the next Board meeting by a qualified person selected by the Board who must not also be subjected to any restriction by public company law unless the remaining term of that director is less than two (2) months. The replacing director will remain in his/her post only for the remaining term of the directors/he replaces. The resolution of the designation shall receive votes of not less than three-fourths (3/4) of the remaining directors.
Non-Executive Directors that Hold Positions in More than 5 Other Listed Companies
None of the directors holds a position in more than 5 other listed companies.
4. Recruitment and Development of Senior Executives and Personnel Management
4.1 The Board of Directors will ensure that there is a selection and development of the Chief Executive Officer or the President in order for them to have the knowledge, skills, experience and attributes necessary for driving the organization towards its goals.
4.2. The Board of Directors, with the recommendation of the Nomination and Remuneration Committee, will supervise the establishment of an appropriate remuneration and evaluation structure.
Policy to Determine Remuneration of the Company
- Compare references from the other businesses of the same industry.
- Consider business expansion and the operating performance of the company and its subsidiaries.
- Consider the duties and responsibilities of each committee
4.3 The Board of Directors has a policy to understand the structure and relationship of shareholders that may affect the management of the business and the power to control the management of the business, so that there is no obstacle to the performance of duties of the Board of Directors and will ensure that information that may affect the company’s control is properly disclosed.
4.4 The Board of Directors will monitor the management and development of personnel in order for them to have the appropriate amount of knowledge, skills, experience and motivation.
Number of Training Hours for Executives and Employees
The Board of Directors and executives of the company recognize the importance of human resource development. In 2021, the Company provided the following training hours for executives and employees:
| Average Number of Training Hours/Person/Year |
Training Hours for Executives | 17 hours |
Training Hours for Employees | 6 hours |
5. Promotion of Innovation and Conducting business with responsibility
5.1 The Board of Directors values and supports the devise of innovations that create value to the business while promoting benefits for all stakeholders involved. The Board of Directors is also responsible for society and the environment.
5.2 The Board of Directors will monitor and ensure that the Management operates business in a socially and environmentally responsible manner, as well as reflect in the operation plan to ensure that all departments of the organization compliance with the company’s objectives, main goals and strategic plans, while taking into account the roles of stakeholders. The Board of Directors provides a mechanism to ensure that the business conduct is done with ethics, social and environmental responsibility, and not violate the rights of stakeholders. These are the guideline for every part of the organization to achieve the objectives and main goals with sustainability. The Board of Directors has established guidelines for treating stakeholders as part of the Code of Conduct and will disclose important relevant and necessary information to those stakeholders in an adequate, reliable and timely manner.
5.2.1 The Role of the Stakeholder
The Company realizes and recognizes the rights of all stakeholders, whether they are internal stakeholders, such as shareholder and employees, or external stakeholders such as customers, trade partners, creditors, competitors and other agencies as well as the relevant nearby communities. Since the company receives support from all stakeholders which creates competitiveness, generates profit and creates long-term value for the company, the company stablished policy as follows:
A) Responsibility to Shareholders
1) The Company always recognizes that shareholders are the business owners and the company has the duty to create long-term added value for the shareholders.
2) The Company performs its duties with honesty, makes any decision to take action in accordance with the principles of the profession with caution, prudence, and fairness for both major and minor shareholders, for the greatest benefit of the shareholders as a whole.
3) The Company prepares a report of the operating performance, the financial position of the company, accounting, and any current information that has a significant impact so that they are easy to understand, consistent, complete, and according to the truth.
4) The Company has effective internal control, internal audit system, risk management system and treats shareholders equitably.
B) Responsibility to Employees
1) The Company treats employees politely and respects individuality.
2) The Company treats employees fairly in terms of opportunities, remuneration, appointment, and relocation as well as capacity development. This engages reward and punishment system with sincerity and fairness based on employee’s knowledge, ability and suitability.
3) The Company has a policy to pay a fair and appropriate amount of remuneration to employees based on their knowledge, ability and operational performance in order to ensure that the remuneration that the company remuneration is consistent with the average level of the same industry. The policy has to be in accordance with the expansion of businesses and the growth of the company as well.
4) The Company has a policy that pays attention to employees’ work environment so that it is safe for employees’ lives and property. This is done by strictly complying with the labor laws which include managing the premises and equipment so that it works properly, requiring all employees to wear safety equipment at all time when they work in the production department or any department that uses machines. The Company also provides safety training on a regular basis and encourages employees to pay attention to their health and hygiene as part of the organization’s core values which is “Live Healthy” and providing appropriate health care for employees. This includes annual health checks, medical expenses, and life insurance for employees.
C) Responsibility to Customers
1) Provide service politely and enthusiastically, be ready to serve, welcome with sincerity, and care for customers as if they are close relatives. serve quickly, accurately, and reliably.
2) Maintain customer confidentiality, not using this information to benefit one’s self or related parties wrongfully.
3) Provide accurate, sufficient, and up to date news to customers to be aware of the services of the company without overstatement which leads customers to have misunderstandings about the quality or any terms and conditions.
4) Give advice on the service method of the company efficiently, in a way that creates the maximum benefit to customers.
D) Responsibility to Trade Partners and Creditors
1) The Company treats trade partners and creditors fairly, honestly and without taking advantage of them. The Company takes into account the good relations and cooperation on the basis of fair remuneration for both parties and avoids situations that cause conflicts of interest.
2) The Company establishes a clear and concrete policy for the selection of trade partners. The practice guidelines are specified in the work instruction manual of the company as standardized guidelines for transparent and fair selection.
3) The Company does not demand or receive or pay any benefits dishonestly when conducting business with trade partners and creditors.
4) In the event that there is information in regards to demanding, receiving or paying any benefit dishonestly, details must be disclosed to trade partners and creditors in order to jointly resolve the problem fairly and quickly.
5) The Company strictly complies with various terms and conditions that have been agreed upon. In the event that the company is unable to comply with any terms and conditions, the company must inform in advance in order to jointly find solutions to the problems.
E) Responsibility to Competitors
1) Do not violate any proprietary and confidential information of competitors by fraudulent methods.
2) Conduct business within the framework of good competition.
3) Do not seek competitors’ confidential information in a dishonest or inappropriate way.
4) Do not destroy the reputation of any competitors through malicious accusations.
F) Responsibility to Society and Communities
The Company has a policy to conduct business that is beneficial to the economy and society and adhere to good citizenship practices and fully comply with any relevant laws and regulations. The Company also participates in promoting and improving the quality of life for the society and community. In addition, the company sets a policy on giving back to society by allocating a budget to support activities that benefit society, the community and the environment when appropriate.
G) Responsibility to the Environment
The Company has a policy to support various activities which enhances the quality of occupational health and the environment as well as maintain a safe working environment for the lives and property of employees. In addition, the company also gives importance to educating and training employees in regards to the environment and the efficient use of resources. These covers reducing the amount of waste by using used paper and reusing used files, having a campaign to turn electricity of during lunch breaks and when it is no longer needed during the day, using stairs instead of elevators as well as maintaining equipment so that it is ready to be used. The Company creates a safe and good working environment to improve employees’ work efficiency throughout the organization. The company provided training on the following courses for employees:
1) Safety offers at supervisory level
2) Safety offers at management level
3) Maintaining and driving a forklift correctly and safely
4) Occupational Safety Committee and the working environment
5) Basic firefighting
6) Chemical spill response
7) Safety in working with radiation
8) Workers who use liquefied petroleum gas
9) Safety instructor for general employees and new employees according to the Safety Act
10) Environmental Manager
11) ISO 14001 system
H) Responsibility to Intellectual Property
The Company has a clear policy not to infringe any intellectual property, whether it is a copyright, patent, trademark, trade secret or other intellectual property as required by law. This includes using the right licensing for computer programs. All computer programs must only be examined and installed by the Information Technology Department to prevent the use of pirated software, etc.
I) Respecting the Rule of Law and Human Rights Principles
1) Fight against all human rights violations
2) Respect and treat all stakeholders with fairness based on human dignity. Do not show favoritism or discrimination on origin, race, gender, age, skin color, religion, physical condition, and family status. Monitor the human rights compliance within the Company.
3) Fight against any action that pursues benefits from human trafficking, the violation of child labor who are under the age specified in the labor law.
4) Support, respect, and protect human rights by inspecting and controlling the business operation of the company with third parties by not promoting or supporting any violation of human rights, nor acting in violation of the employee rights which are protected by law.
J) Fighting Against Corruption
The Company places importance on conducting business with integrity by adhering to management principles with honesty, transparency, verifiability, responsibility and prudence to all stakeholders, society and the environment under good corporate governance and the Code of Business Conduct of the Company. The company established an Anti-Corruption Policy to be a clear guideline for the business operations and the development of a sustainable organization. The Company has a policy to fight against all forms of corruption and requires everyone in the organization and related parties to understand, prevent and fight against corruption when carrying out the company’s business activities.
5.3 The Board of Directors shall monitor and ensure that the Management allocate and manage resources with effectiveness and efficiency by taking into account the impact and development of resources along the line (Value Chain) in order to sustainably achieve the objectives and main goals of the company .
5.4 The Board of Directors shall establish a framework for governance and management of information technology at the organizational level in accordance with the needs of the company. The includes ensuring that information technology is used to increase business opportunities and operational development risk management, so that the business can achieve the objectives and main goals of the company.
6. Ensuring the Appropriate Risk Management and Internal Control System
6.1 The Board of Directors has established a Risk Management Committee to supervise and ensure that the Company has a risk management and internal control system to effectively achieve the objectives of the company, comply with relevant laws and standards, and establish clear corrective measures and accountable persons with report and follow-up assessment. The Risk Management Committee plays an important role as assigned by the Audit Committee and the Board of Directors in considering various risk factors that may occur so that they can be corrected in a timely manner to prevent potential damages.
6.2 The Board of Directors has established a conflict of interest policy based on the principle that any decision of personnel at any level must be made for the maximum benefit of the company. It is also the duty of all personnel to avoid having any financial involvement and/or relationship with third parties which affects the company to lose benefits, causes conflicts of interest, or hinders efficient operations. The related parties or related parties transactions must be informed so that the company is aware of the relationship or connection in such transactions and such persons must not consider the approval, have no authority to approve the transaction nor any kind of approval for such transactions. For such cases, the principle must be adhered to and must not allow any special terms or specific requirements other than normal.
6.3 The Board of Directors places importance on conducting business with integrity by adhering to management principles with honesty, transparency, verifiability, responsibility and prudence to all stakeholders, society and the environment under good corporate governance and the Code of Conduct of the company. The Company established an Anti-Corruption Policy to be a clear guideline for the business operations and the development of a sustainable organization. The Company has a policy to fight against all forms of corruption and requires everyone in the organization and related parties to understand, prevent and fight against corruption when carrying out the company’s business activities.
6.4 Internal Control and Risk Management
Internal Control System
In accordance with the principles of Good Corporate Governance, the Board of Directors consistently attached importance to internal control. This was done by assigning the Audit Committee, which was comprised of independent directors, to be reviewers of the internal control system assessment. The internal audit department, is independent from the Management team and reports directly to the Audit Committee and reviews the operations of each department of the company and subsidiaries in accordance with the annual audit plan which was approved by the Audit Committee in order to ensure that management achieves the Company’s objectives.
The Board of Directors and the management have determined that the company’s internal control system is appropriate enough and effective in the following areas:
- Achieved the objectives with efficiency and effectiveness.
- Had comprehensive and effective risk management.
- Had information systems, important financial information, management and operations that were reliable, complete, accurate and timely.
- Had a protection system to control, maintained and utilized Company assets in a beneficial way. Had a separation of duties for operators, supervisors and appraisers to ensure a suitable check and balance system. This included safe and appropriate information in the information system.
- Had appropriate anti-corruption measures and a risk prevention system for activities that were vulnerable to corruption.
- The operations and duty performance were in accordance with the policies, rules and regulations that were consistent with the laws or other regulations related to the business operations of the Company
- The Board of Directors is responsible for ensuring that the system of financial reporting and disclosure of important information is accurate, adequate, timely and in accordance with relevant rules, standards and guidelines.
- The Board of Directors has established a position of the Company Secretary by appointing Mr. Paitoon Eiamsirikulmit as the Company Secretary with duties and responsibilities as required by law.
The Board of Directors shall supervise the management to set up an investor relations unit with Mr. Paitoon Eiamsirikulmit, Deputy Managing Director of Central Administration Division, to communicate and publicize information that is beneficial to shareholders, investors, analysts and related parties appropriately, equally and in a timely manner. There is also a communication channel with investors by contacting 02-080-7899 ext. 1131 and 1135; Investor Relations Department website ir@malee.co.th.
7. Maintain financial credibility and disclosure.
Disclosure of Information and Transparency
The Company places importance on the disclosure of accurate, complete and transparent information, both financial and general information, in accordance with the rules of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand as well as significant information that affects the share prices of the company and the decision making process of investors and stakeholders.
The Company also places importance on financial reports in order to identify the explicit financial and operating performances of the company which is based on accounting information that is accurate, complete, consistent, timely, and sufficient in accordance with the generally accepted accounting principles. The Company will disclose information of individual directors as well as the roles and duties of the Board of Directors and committees, the remuneration of directors and senior executives, self-assessment form for the entire Board of Directors, self-assessment form for the entire Board of Sub-Committee, self-assessment form for individual director and performance evaluation form of the Chief Executive Officer (CEO) will be disclosed in the 56-1 One Report.
Supervision on the Use of Insider Information
The Board of Directors recognizes the importance of good corporate governance. In order to be transparent and prevent the pursuit of personal benefits from the use of the company’s insider information that has not been disclosed to the public, the Company set the policy for using the Company’s insider information as follows:
- Provide knowledge to directors and executives which include executives in accounting or finance at the level of department manager or equivalent or higher in regards to the duty to prepare and submit a report on the securities holding of one’s own, spouse and children are not yet of legal age to the Office of the Securities and Exchange Commission under Section 59 and Penalty Section 275 of the Securities and Exchange Act B.E. 2535.
- Require that directors and executives, including management positions in accounting or finance that are department managers or equivalent or higher, prepare and submit a report on the securities holdings of one’s own, spouse and children who are not yet of legal age and passing it on to the Company Secretary before submitting it to the Office of the Securities and Exchange Commission every time. This must be prepared and delivered within 30 days from the date that one was appointed as director or executive, report the change of securities holding (if any) and prepare the report of securities holding if there are any changes to securities holding within 3 business days.
- Establish disciplinary penalties for violating the use of insider information for personal gain. Penalties may be a warning in written form, a wage cut, a temporary suspension without wages, discharge or to the extent permitted by law. The punishment is based on the intent of the action and the seriousness of the offense. In regards to the securities holdings report, the Company Secretary compiles the securities holdings information of the directors and executives including spouses and children who have not yet become sui juris and inform the Board of Directors for acknowledgement every quarter.
Preventive Insider Trading Measures
The Company has a policy of establishing preventive insider trading measures for related persons. This includes the Board of Directors, senior executives, employees in the departments involved with the Company’s information (which includes spouses and children that are not of legal age of the said person). Prohibited individuals who are involved in trading company securities for one month prior to the disclosure of the quarterly and annual financial statements.
Personal Data Protection Act (PDPA)
In accordance with the Personal Data Protection Act B.E. 2562, Malee Group Public Company Limited and/or its group companies (“the Company”) have issued a personal information protection policy and notified employees within the organization to comply with the regulations, rules, and/or policies of the Company. The details are as follows:
To ensure that the personal information of our customers, partners, employees and business associates are kept confidential and used with the consent of its owner in accordance with the Personal Data Protection Act B.E. 2562, the Company has set up the personal information protection policy as follows:
- The Company respects the personal rights of its customers, business partners, employees and all related parties to the utmost.
- The Company will request for personal information only as necessary for the administration or as required by law, and will only request directly from the owner of the information.
- The Company will notify the purposes of use and storage of information by asking for the owners’ consent from the beginning.
- The Company has set up a system for the use, processing, and storage of personal information in strict and confidential manners.
- The Company has assigned controllers, reviewers, approvals to ensure that the personal information is used in accordance with the purposes. The Company refrains from using beyond consent or causing any damage to the owner of the information.
- If the information with specific controls such as ethnicity, political opinions, religious belief, illness, and criminal records are required, the Company will seek explicit consent from the owner and use it with caution and confidentiality.
- The owner of the information has the right to access, review, and withdraw consent at all time when it is stored.
- The owner of the information who is foreigner and expatriate will be subjected to the same policies as Thai national.
- If the personal information must be sent to an external organization or abroad, the Company will strictly comply with the law.
- The Company shall treat the personal information collected by the company as if it was its own property. The Company shall not allow anyone to infringe, disclose, access, exploit for personal gain, or destroy this information without the authorization of the data controller. Violators shall be punished with maximum penalties, prosecuted to the fullest extent, and compensate for the damage at the full rate prescribed by law.
8. Support Participation and Communication with Shareholders
The Company recognizes and attaches importance to the rights of shareholders such as the right to sell or transfer shares, share in the profits of the business, receive the company’s news and information sufficiently and completely. This includes the attendance of the meeting to exercise the right to vote at the shareholders’ meeting independently and equally, participation in decision-making on important matters that affect the company , such as the appointment or removal of directors Determination of remuneration of directors, appointment or removal of auditors, and auditor’s remuneration dividend allocation Determination or amendment of the Articles of Association and the Memorandum of Association Capital reduction or capital increase and approval of special items as required by law, etc. The shareholders’ meeting is an important channel that the Company’s shareholders able to exercise their rights as shareholders.
8.1 Rights of Shareholders
The Company places the importance in the care and protection of the shareholders’ rights. This includes protecting and promoting all shareholders so they receive accurate, complete, sufficient, timely, equal and fair information in order to make decisions in all matters. The basic shareholders’ rights include trading and transferring shares, earning profit share from the business in accordance with the laws and regulations of the company.
In regards to the Shareholders’ Meeting, the Company has a clear policy and intention to support and encourage all shareholders and institutional investors to exercise their rights in meeting attendance and casting votes at the Shareholders’ Meeting. The Company facilitates all shareholders to attend the Meeting equally, whether it is a convenient meeting venue or an appropriate time. The Meeting is organized transparently and verifiably, not committing any actions that deprive shareholders’ rights, while allowing shareholders to make inquiries and express their opinions appropriately.
- Shareholders’ Meeting
8.2.1) Before the Date of the Shareholders’ Meeting
- The Company has a policy to give shareholders the opportunity to propose agenda items and nominate candidates to be appointed as directors of the Company and/or submit inquiries that need clarification from the proposed agenda item in advance. This is in accordance with the company’s rules that are disseminated on the company’s website so that shareholders are able to get the maximum benefit from the Meeting and the rights and benefits of the shareholders are fully protected. The inquiries can be delivered via electronic mail or fax to the Company Secretary.
- The Company increased its channels for shareholders to receive news so they could receive news through the channels of the Stock Exchange of Thailand and the company’s website by posting various information and details on the company’s website. Specifically, in the event that the invitation letter to the Shareholders’ Meeting is disseminated prior to the Meeting, no less than 30 days in advance. This enables shareholders to study the information and download the information and meeting agenda quickly and completely.
- The Company delivered a meeting invitation letter which included the Meeting information and proxies in the form of a QR Code. This latest technology is implemented in compliance with the policy of the Stock Exchange of Thailand regarding the increased efficiency and facilitating quick and easy access to information of listed companies for investors, reducing the costs of listed companies and reducing the use of resources for long-term sustainability.
- The Company delivered a meeting invitation letter together with any supporting documents for meeting agenda as well as specifying the objectives, reasons and opinions of the Board of Directors for every agenda item in order to give shareholders the opportunity to study the information completely prior to the Meeting of Shareholders for no less than 14 days in advance.
- In the event that the shareholders are unable to attend the meeting by themselves, the Company allows shareholders to appoint an independent director of the company or any person to attend the Meeting on their behalf by using the Proxy Form that the company delivered together with the meeting invitation letter. In addition, shareholders can also download the Proxy Form via the company’s website, https://investor. maleegroup.com/en/downloads/shareholders-meeting.
In 2021, since there was the pandemic of coronavirus (COVID-19) during the time of the shareholders’ meeting, the Company took into account hygiene, safety, and well-being of those who attended the meeting. Therefore, some measures were implemented to prevent the spread of the COVID-19 in accordance with the guidelines of the Ministry of Health. The Company also disseminated the guidelines for the attendees along with the invitation letter of the 2021 Annual General Meeting of Shareholders.
8.2.2) Date of the Shareholders’ Meeting
- The Company selected a suitable meeting venue and time to hold the Shareholders’ Meeting that was convenient so that all shareholders could attend the meeting. In 2021, The Annual General Meeting of Shareholders was held on Thursday, April 22, 2021 at 10:00 am in the Cafeteria Room, 1st Floor, Rangsit Ofce Building, 401/1 Moo 8, Phahonyothin Road, Khu Khot Subdistrict, Lam Luk Ka District, Pathum Thani 12130.
- Due to the pandemic of COVID-19, the Company has organized the venue and conducted the meeting with strictness according to the measures and guidelines of the Ministry of Public Health, to ensure the safety of attendees and the compliance with law in organizing the shareholders’ meeting. The Company facilitated shareholders during the meeting and organized quick registration procedures. The barcode system was used for registration to identify the registration number of each shareholder that was printed on the registration form and proxy.
- The Company encouraged independent individuals to be vote counters and inspectors of the vote counting in the Meeting, disclose it to the Meeting for acknowledgment and write the meeting minutes in the report.
- The Company has a policy that directors, senior executives, legal counsel, and the auditor attend the Meeting in order to answer any inquiries and acknowledge the opinions of the shareholders in unison.
- The Company explained the voting procedure and the method to show the voting results before the Meeting was conducted.
- In regards to vote counting method, the Company distributed ballots with a barcode to all shareholders who attended the Meeting. The barcode system was used to make vote counting quick so that the voting results could be announced immediately after considering each agenda item. When the meeting was over, shareholders would be able to verify the details.
- The Meeting considered and casted vote in accordance with the agenda items without changing any important information and providing shareholders with the equal right to inspect the Company’s operations, make inquiries, give opinions and make recommendations. The relevant committees and executives were in the Meeting to answer any inquiries at the Meeting.
- In the event that many items needed to be approved in the same agenda item, each item would be considered separately so that shareholders could fully exercise their rights with prudence. For example, the agenda item to appoint directors.
- In every agenda of the Meeting, the Company has a policy to present information to shareholders that is accurate, complete, sufficient, timely, equal and fair. This is done in order to support decision making in all matters as well as allow shareholders to fully express their opinions or make inquiries within the appropriate time frame.
- The Company prepared the minutes of the Meeting completely, accurately, and transparently, and also recorded any important questions or comments in the minutes of the Meeting for the shareholders to verify. Due to the pandemic of COVID-19, apart from the Social Distancing measure by arranging seats away from each other according to the guidelines of the Department of Disease Control, Ministry of Health, the Company also asked the attendees for their cooperation by refraining from asking live questions in the meeting and submitting questions instead to prevent the spread of the virus. Shareholders were informed to read the answers at the Company’s website or in the Minutes of the 2021 Annual General Meeting of Shareholders, which will be published via the official communication channel of the SET.
8.2.3) The Day Afar the Shareholders’ Meeting
- The Company summarized the resolution of the Shareholders’ Meeting and disseminated the information via the Stock Exchange of Thailand and the Company’s website on the next business day after the Shareholders’ Meeting was complete. The Company prepared the minutes of the Shareholders’ Meeting within 14 days in accordance with the law and submitted them to the Department of Business Development, the Ministry of Commerce, and the Stock Exchange of Thailand. This included the dissemination of the minutes of the Shareholders’ Meeting through the communication channels of the Stock Exchange of Thailand and the Company’s website, https://investor.maleegroup.com/en/downloads/shareholders-meeting, for the shareholders to consider and verify. The Company facilitated the shareholders to receive dividends by transferring the money into bank accounts (in the case that a dividend was paid) in order for shareholders to receive their dividends quickly and on time, and to prevent any problems from sending checks to shareholders, whether checks were late, damaged, lost, or shareholders changed addresses.
8.3) Responsibility to Shareholders
As for the equitable treatment of shareholders, the Company gives importance to treating every shareholder equally, both in terms of supporting the exercise of rights in various matters, receiving information that is complete, accurate, sufficient, timely, equal and fair in order to make decisions on appropriate profit share from the business according to the laws and regulations of the company.
As for the information for the Shareholders’ Meeting, the Company has a clear policy and intention to support and provide information for every shareholder. This includes institutional investors being able to exercise their rights in the Meeting and cast vote as needed.
- The Company announced the meeting invitation, meeting agenda, with supporting information and the directors’ opinions on each agenda item to the Stock Exchange of Thailand and disseminated it through the company’s website for no less than 30 days prior to the date of the Meeting so that shareholders were able to fully study the information prior to the Meeting.
- The Company provided the rules and regulations for the Meeting, the voting procedures and shareholders’ right in vote casting for the acknowledgement of shareholders prior to the Meeting.
- The Company prepared an invitation letter for the Shareholders’ Meeting in both Thai and English and disseminated the information through the channels of the Stock Exchange of Thailand and the company’s website.
- The Company announced the results immediately after each agenda item was considered at the Shareholders’ Meeting by using a barcode system which was quick and modern.
- The Company summarized the resolution of the Shareholders’ Meeting and disseminated the resolution via the Stock Exchange of Thailand and the Company’s website on the next business day after the Shareholders’ Meeting was held.
- The Company completed the minutes of the Shareholders’ Meeting within 14 days in accordance with the law and disseminated the minutes of the meeting through the communication channels of the Stock Exchange of Thailand and the company’s website, https://investor.maleegroup.com/en/downloads/shareholders-meeting, for shareholders to consider and verify.
The Protection of Minority Shareholders’ Rights
- To ensure equal fairness to all shareholders, The Company has a policy to give shareholders the opportunity to propose agenda items and nominate candidates to be appointed as directors of the Company and/or submit inquiries that need clarifying for the proposed agenda item in advance in accordance with the company’s rules that are disseminated on the company’s website. Inquiries can be delivered via electronic mail or fax to the Company Secretary.
- The Company gave shareholders the opportunity to exercise the right to elect individual directors with prudence in order to give shareholders the opportunity to select the desired director.
- The Company facilitates all shareholders to attend the Meeting equally, whether it is a convenient meeting venue and an appropriate time. The Meeting is organized transparently and verifiably, not committing any actions that deprive shareholder rights and allows shareholders to make inquiries and express their opinions appropriately.
- The Company facilitated shareholders who were unable to attend the Meeting by themselves by allowing shareholders to authorize any person or have at least one independent director attend the Meeting and vote on their behalf and notify the names of the said independent director in the meeting invitation letters.
- The Company encouraged independent individuals to be vote counters and inspectors of vote counting in the Meeting, disclosed it to the Meeting for acknowledgment and wrote meeting minutes in the report.
Considered and cast vote in accordance with the agenda item without changing any important information and providing shareholders with equal rights to inspect the company’s operations, make inquiries, give opinions and make recommendations. The relevant committees and executives were in the meeting to answer any inquiries at the Meeting.
