The Board of Directors has complied with good practices for directors of a listed company by adopting the principles of good corporate governance and rules of practice of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand as guidelines in setting the policy of the Company.
In addition, the Company also considers the corporate governance evaluation of the Thai listed companies by comparing the past- 3-years evaluation results and the suggestions on how to compile with the good corporate governance for listed companies from the Good Governance Development & Alliance Department. This evaluation results were proposed in the Board of Director Meeting No.1/2559 in order to obtain the direction to improve the corporate governance.
Moreover, the Company has appointed an Audit Committee to assist in supervising its internal control system and to ensure that the principles of good corporate governance have been observed, with such details as set out as follows:
The Board of Directors has formulated a corporate governance policy for a long-term benefit of its shareholders within the frame of stipulations of law and business ethics and attached importance to the rights of shareholders. The Company is determined and intends to grant to all of its shareholders equal rights as follows:
The Company has been aware of and attached importance to fair and equal treatment towards its shareholders. To this, it has formulated a policy to oversee and protect the shareholders’ rights and to encourage all the shareholders to obtain fair and equal rights as shareholders. In addition, the policy on treatment towards shareholders must be in accordance with the Company’s principles of good corporate governance and must be consistent with the practices under the rules and regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand and with other pertinent laws. Details of the Company’s main policy formulated to see to it that the shareholders obtains equal, fair and equitable rights are as follows:
At the 2015 Ordinary Meeting of Shareholders, the Company granted all such rights and equalities as mentioned in 1 and 2 above to its shareholders and also prepared an invitation in both Thai and English for foreign shareholders, and for the 2016 Ordinary Meeting the Company will take steps to grant these rights and equalities to its shareholders.
The Company attaches importance to the rights of all groups of stakeholders by complying with the rules and regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, as well as with other laws relating to the protection of rights of these stakeholders so that they will be well cared for.
|Shareholders :||The Company is always well aware that it will conduct its business with transparency. It is determined to make its business prosper and yield good returns to the shareholders continuously in a long term.|
|Customers :||The Company is determined to develop the quality and standards of its products and will pay attention to friendly services for its customers to their maximum satisfaction and will also make available a working unit or personnel performing the duty to accept customers’ complaints so as to take action for the customers as soon as possible and the customers’ secrets will be kept.|
|Suppliers :||The Company will treat its suppliers fairly and equally,taking mutual benefits into consideration|
|Creditors :||The Company will treat its creditors fairly by complying strictly with the terms and conditions of the agreements and with the financial commitments.|
|Competitors :||The Company will behave in accordance with international rules of competition and will treat its competitors fairly, avoid dishonest methods, and will not destroy the reputation of its competitors.|
|Employees :||The Company holds that an employee is a valuable resource and must be treated fairly in terms of opportunity, benefit in return and potential development and must be assured of her/his life quality and safety of work as well as suitable welfare and Provident Fund|
|Society and Environment :||The Company is determined to conduct economically and socially beneficial business and attaches importance to environmental care and preservation. To this, the Company has a unit performing the duty to take care and charge of society and to promote organizational cul tures and evoke awareness in all individuals in the organization so that they take care of, develop and promote the environment and stakeholders in line with the sustainable growth of the Company are indicated in the heading “Social and Environment Policies”.|
A stakeholder can ask for details, make complaints or notify clues of an offense committed regarding financial reports, internal control systems or business ethics of the Company by means of the email address email@example.com or firstname.lastname@example.org or at telephone no. 0-2785-4000, at the Company Secretary Department or the Internal Audit Office, which will consider the matters before forwarding them to the Audit Committee and the working units concerned for further action. The complaints and clues so notified will be protected and kept confidential, and steps will be taken to find ways to make to corrections or improvements.
The Board of Directors attaches importance and is aware that disclosures of both financial and non-financial information of the Company will all affect the decision processes of investors and stakeholders of the Company. The Board of Directors is therefore aware of the necessity for disclosure of complete, true, reliable, regular and updated information. To disclose this information, the Board of Directors has assigned a finance and accounting support unit to communicate with institute investors, shareholders, analysts and the public sector concerned. Investors can ask information about the Company at telephone no. 0-2785-4000 or on the website www.snpfood.com or via the email address email@example.com
The Company attaches importance to good corporate governance, which is important to the sustainable growth of the Company in a long term. It encourages the directors, Audit Committee members and employees concerned to perform their ethical duties under the Company’s missions faithfully, honestly and fairly and to treat the Company and all groups of stakeholders, the general public, society and customers in accordance with ethical practices. To this, the Company communicates regularly with its customers and monitors compliance with these courses constantly and also determines disciplinary action.
In addition, the Company pays strict attention to transactions that may have conflicts of interests, implements the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand, and stipulates that changes in the holding of securities be reported to Board meetings at all times, with such details as set out in the heading “Supervision of Use of Internal Information”.
The directors’ remuneration is in accordance with a principle and policy specified by the Board of Directors, and it is connected with the Company’s operation results. Refer to the heading “Remuneration for Executives”. Approval for the directors’ remuneration is sought from the meeting of shareholders at all times.
The Board of Directors attaches importance to good corporate governance, business virtue and transparency. For this purpose, the Board of Directors has appointed an independent Audit Committee comprising 3 independent directors, whose term of office is 2 years each, and 1 secretary. Their names are as follows:
|1)||Miss Cattleya||Saengsastra||Chairperson, Audit Committee|
|2)||Miss Sophavadee||Uttamobol||Member, Audit Committee|
|3)||Mr. Piya||Sosothikul||Member, Audit Committee|
|4)||Mrs. Chirley||Sawangkong||Secretary, Audit Committee|
The purpose is to be in charge of the quality of financial reports and internal control systems. In 2015, 6 Audit Committee meetings were held and reports were submitted to the Board of Directors. For the Audit Committee’s opinions, please refer to details in the heading “Internal Control”
There are 12 members of the Board of Directors, which comprises:
The Company recognizes that human resources are critical success factor for successful business; human resources are thus sustainably created and developed so that the Company can effectively compete with domestic and international business competitors. In the past year the Company has also focused on developing the management level staffs in accordance with the organization’s strategy in various trainings/workshops such as, “From Strategy to Practice”, “Cresitive (Creative + Positive) Thinking”, “Leadership and Employee Motivation Technique”, “Strategy Management and Planning”, “Prevention of Corruption in the Organization (Best Practice in Internal Auditing)”, “Accounting for Executives” etc..
For the past 10 years, , the Company continues supporting the development and the creation of human resources through the operation of the S&P Learning Center authorized from the Ministry of Education to offer courses of vocational certificate on retail business, and food and nutrition. The Company has signed the memorandum of understanding (MOU) with the Office of Vocational Education to open vocational courses in Dual Vocational Training system for students across the country that offer the vocation training in the Company’s outlets. The students in this program will be able to gain experience and earning during school. Upon their completion of their study, they can also bring the knowledge to earn a living in their hometown as well. In addition, the Company in collaboration with various universities has developed an undergraduate program of culinary technologies and services, and retail marketing in order to produce higher capability chef and restaurant manager.
The Company has had no significant labor disputes during the previous 3 years’ period, and the employees (exclusive of the directors and executives under the heading “remuneration for executives”) and employees’ remuneration, that is, salaries, bonuses, special rewards and overtime pay and other welfare, separated according to main line of command, are as follows:
|Number of employee||Remuneration
|Number of employee||Remuneration
|Branch Operation Dept.||4,542||773.63||4,007||783.98|
The Company has a policy in developing the internal control to be continually efficient, be written into statement coving all operation systems, and also be done in accordance with the Board of Directors’ policy. Thus, the basic structure of the internal control has been established as a guide for the operation. The Company thus prepared the manual called “The Regulation of the Internal Control System” of the Company in order to encourage the learning and the understanding about the code of conduct and the principle in monitoring and assessing. It is expected that the operating report will be delivered on time and all employees of the organization will act in accordance with the mentioned manual. As a consequence, the Company then could achieve its objectives and sustainably grow.
The establishment of the internal control standard is to ensure that the operation will achieve the overall objectives of the Company efficiently and effectively, including the asset security, the protection or mitigation of the mistake or misconduct in each division, the credibility of the financial report, and the respect in law, regulation and rules.
The Company’s internal control system that has been complied with the internal control principle of COSO can be described as follows:
The Company also sets the policy in relation to the security of information technology and data utilization, and also provides the intranet system as a communication channel within an organization for the announcement of the policy, the regulation, the order, the authorization manual, the operation manual, and other information.