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 and 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:
- Rights of Shareholders
- Equal Treatment towards Shareholders
- Roles of Stakeholders
- Disclosure of Information and Transparency
- Board’s Responsibilities
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:
- Such basic rights as the shareholders should be entitled to in terms of voting, receipt of dividends, transactions or transfers of shares, presence at shareholders’ meetings, and equal receipt of sufficient information in a form befitting consideration and at an appropriate time;
- The right to elect and remove a director or an auditor during the election process, where the information regarding the candidates including names, professional work experiences, whether he or she is a board member of another company, and other relevant information would be included in the shareholders’ meeting invitation.
- The right to be entitled to a dividend allotment;
- The right to be aware of the Board’s resolutions concerning details of a meeting and the agenda of a meeting of shareholders in advance of the date of the meeting through information disclosed on the Company’s website;
- The right to receive an invitation to a meeting of shareholders and information on the place, time and agenda of the meeting, the criteria and procedure for attendance, and the points for consideration with facts, reasons and the Board’s opinion clearly presented in each item on the agenda; to this, the Company will announce such invitation on the Company’s website at least 1 months in advance before the meeting, and will publish the invitation in at least one daily newspaper for 3 consecutive days before the date of the meeting, and the Company will arrange for the time and place that are most convenient for the shareholders to be present at the meeting;
- The Company accords an opportunity for its shareholders to propose a meeting agenda in advance and to send questions in advance for the meeting of shareholders through the Company’s website at least 5 months in advance before the meeting of shareholders;
- The Company encourages all of its directors to attend meetings of shareholders continuously and regularly every year. In particular, the Chairperson of the Board of Directors, the Chairperson of the Audit Committee and the President are present at every meeting of shareholders.
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:
- To encourage and allow all groups of shareholders, especially minority shareholders, to have a chance to participate in recruiting and electing directors to protect the equal rights of all parties by publishing the information for acknowledgement by the shareholders on the Company’s website at least 5 months in advance before the meeting of shareholders ;
- To encourage and allow a shareholder, who is not able to be present at a meeting, to have a chance to grant proxy:
- In the event the shareholder is not able to be present at the meeting of shareholders, the Company offers 3 forms of proxy so that the shareholder will have a chance to select one that befits the needs for her/his use. All the proxy forms are determined by the Department of Business Development, Ministry of Commerce.
- The grantor can grant proxy to an independent director, who will perform the duty in accordance with the grantor’s intention. The Company has enclosed details of the independent directors with the proxy forms continuously and regularly every year.
- Equality during Meeting of Shareholders
- Before the commencement of a meeting, the chairperson will inform the shareholders clearly of the rules to be applied at the meeting and of the steps of voting on the resolution of each agenda item.
- The Board Chairperson, who will attend and preside at every meeting of shareholders, accords an opportunity for the shareholders to ask questions and gives answers or explanations on the points relevant to the meeting agenda or the Company at all times.
- The Company accords an opportunity for the shareholders to resolve to elect each individual director.
- At a meeting of shareholders, the agenda as notified in the invitation to the meeting must be implemented. The Company has no policy to increase the meeting agenda or change the order of the agenda items unless such change or increase is reasonable and lawful in every respect.
- For transparency and accountability, at a meeting of shareholders the Company will use ballots for all agenda items, and for more rapidity and accuracy the Company has used a computer system for registration and for the passing of resolutions of shareholders.
- After a meeting of shareholders, the Company will prepare minutes of the meeting according to its agenda together with resolutions of the meetings agreeing, disagreeing or abstaining from voting, including significant details required for consideration, to completion within 14 days counting from the date of the meeting, and will also publish them for acknowledgement by the shareholders via the Stock Exchange of Thailand and the Company’s website in order that the shareholders can make examinations.
- Policy and Measure for Care of Internal Information – The Company has a policy and procedure for overseeing its directors and executives regarding the use for their own benefit of internal information which has not yet been disclosed to the general public, including securities transactions especially during 1 month before the financial statements are made public. To this, directors and executives in various departments are required to understand the duty to report on the holding of securities in the Company by themselves, their spouses and children who have not yet become of age. All changes in the holding of securities must at all time be notified and securities holding reports submitted via the Company Secretary’s office before they are forwarded to the Office of the Securities and Exchange Commission.
At the 2012 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 2013 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 cultures 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 firstname.lastname@example.org or email@example.com or at telephone no. 0-2185-1313, 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.
1. Relationship with Investors
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. 0-2185-1313 or on the website www.snpfood.com or via the email address firstname.lastname@example.org.
2. Principles of Corporate Governance
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”.
3. Remuneration for Directors and Executives
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.
1. Board Structure
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 2012, 4 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”.
2. Counter-balancing by Non-executive Directors
- 6 executive directors
- 2 other directors
- 4 independent directors, equal to one-fourth of the whole Board
3. Combination or Separation of Positions
- The Board Chairperson is the representative of the group of majority shareholders, who, in 2012, hold in aggregate 39.83 percent of the shares.
- The Board Chairperson is not the same person as the Vice President, but both are the representatives of the same group of majority shareholders.
- The Board of Directors comprises 4 independent directors and 2 non-executive directors, who will lead to management counterbalancing and cross-examination.
4. Roles, Duties and Responsibilities of Board of Directors
- 4.1 Leadership and Visions
All members of the Board of Directors possess leadership, have wide visions and are free to make a decision. In addition, the Board of Directors participates in formulating or approving of visions, strategies, targets and budgets of the Company and supervises the Management so that it conduct business affairs efficiently and independently for an increase in the economic values and a sustainable growth of the business.
- 4.2 Separation of Roles, Duties and Responsibilities between the Board of Directors and the Management
The duties of the Board of Directors and the Management are clearly separated for management counterbalancing and cross-examination. The Board of Directors will consider and approve of policies in their overall pictures, such as, visions, missions and corporate governance policies, whereas the Management will have the duty to manage the Company and lay down plans and strategies in accordance with the policies formulated by the Board of Directors. Details of the roles, duties and responsibilities of the Board of Directors and the Management are indicated in the heading “Directorial Structure”.
- 4.3 Policy on Conflicts of Interests
To prevent a conflict of interests, the Company has formulated a policy clearly for the supervision of transactions that may lead to conflicts of interests. To this, steps of approval for connected transactions between companies or persons that may have conflicts are specified in writing. In the event a director has an interest in any item on the agenda, that director will have no right to vote on that item. In addition, policies and procedures for supervising executives and parties concerned have been formulated in order that they do not use internal information of the Company for a personal benefit. In 2009, The Executive Committee has also formulated guidelines for the process of submitting each member’s information as well as related personal information. Such information must be reported at least once a year, or once the information has been altered, so that the Company can monitor and control transactions that are related to each member.
- 4.4 Internal Control and Audit Systems
As the company has expanded its investment continuously, then it needs to develop and standardize the internal control system in order to improve the operating performance and help to achieve the company’s goal. To reduce executives’ burden and allows easier operation, in 2012 the company has established a regulation in the internal control system within the organization. It is covering all aspects of the business operation, such as sales, marketing, personnel management, finance and accounting system, it can be used as both for the operating reference work and for internal control.
The company recognizes the importance of the independency, fairness and creativity, and includes these aspects to the vision of all departments. And also initiates the quality assurance in organization level such as establishment of auditing development team that is not directly responsible for internal audit, to evaluate the operating result of internal auditing with in the organization in 2 levels; the audited departments evaluate the internal auditor, and the internal auditor to evaluate itself. The evaluating result from both levels will be use to improve the internal audit’s performance and to monitor the result from internal auditing.
- Risk Management System
The company is committed to the development of risk management to increase efficiency and effectiveness. In 2012, the company has established a Risk Management Committee to responsible for the organizational risk management other than risk management team that responsible for the departmental level. In the past year, the risk management committee had 3 meetings, to identify the risk factors of all departments across the organization, risk pioritazed, established the guilelines for risk management of the company, and assigned responsibility to provide the measures to control and manage the risks to an acceptable level in order to achieve the goals and strategies set forth, and build trust with shareholders and other stakeholders. The risk management committee has considered the change of risk factors and economis condition that may affect the company’s operation in each quarter, evaluated major projects proposed by the executive committee to ensure the risk management and monitoring of each project is appropriate and be able to achieve its goal before propose to the Audit Committee and the Board of Directors accordingly.
- 4.6 Meetings of Directors
The Board of Directors holds a regular meeting at least in every quarter. And in order that directors are able to be present at a Board meeting, the Secretarial Department specifies a schedule of Board meetings in advance every year and informs all the directors of this schedule at all times before the Board meetings. The Secretarial Department will send an invitation together with supporting documents at least 7 days in advance of the meeting so that the Board of Directors may consider it and have sufficient time to study information before attending the meeting. In 2012, the Board of Directors held 4 meetings in total. The Chairperson of the board attended all the Board meetings, and during the meetings the chairperson gave a chance and allocated time for directors to ask the Management and for careful, appropriate and sufficient consideration of information, and records of the meetings were kept in writing and minutes of the meetings certified by the Board of Directors were filed and made ready for examination by the directors and parties concerned.
- 4.7 Reporting by Board of Directors
The Board of Directors is responsible for consolidated financial statements of the Company and its subsidiaries and for financial information appearing in annual reports. The financial statements have been prepared in conformity with accounting standards generally accepted in Thailand. Appropriate and constantly applied accounting policies are selected for use and careful discretion is exercised and optimum estimations applied for the preparation thereof. Moreover, significant information is sufficiently disclosed in the notes to financial statements. For details, please refer to the Report on the Board’s Responsibility for the Preparation of Financial Reports.
The Board of Directors has caused to be maintained an efficient internal control system so as to reasonably ensure that records of accounting information are correct, complete and sufficient and to disclose weak points for the purpose of preventing dishonest acts or significantly irregular transactions.
- 4.8 Evaluation of Board’s Performance
The Board of Directors, at the Meeting, No. 1/2013, held on February 26, 2013, resolved to approve the Board’s self-assessment form used for the evaluation of the performance of the duties of the Board of Directors for 2012 under the subjects of assessment concerning the Board’s structure and qualifications; the Board’s roles, duties and responsibilities; Board meetings; the performance of duties of the Board of Directors; relationship with the Management; and self-development of directors and development of executives. Result of the evaluation was considered by the Nomination and Remuneration Committee and intended to be used for the improvement of the performance of duties by the Board of Directors. In the overall picture of the Board of Directors, most of the actions were deemed to be well taken or executed.
- 4.9 Development of Directors and Executives
- Development of Directors’ and Executives’ Knowledge - The Company promotes and offers convenience for directors’ and executives’ training and knowledge development relating to corporate governance. The Company has made an orientation ceremony for new directors whenever a new director is appointed. To this, an overall picture will be presented regarding the Company’s business and relevant information; the names of the Company’s directors and managerial structure; legal documen tation and handbooks; rules and regulations of working units concerned; the directors’ roles, powers, duties and responsibilities; corporate governance guidelines; certificates, Memorandum and Articles of Association; the Company’s rules, visions, targets, and information on the conduct of business and activities of the Company. Directors are also caused to visit businesses and attend meetings related to the setting of visions and business plans in association with high-ranking executives of the Company.
- Work Succession Plan - The Company has prepared some personnel as replacements for high-ranking executives who are about to attain retirement age. At the same time, a guideline has been formulated for the development and enhancement of the potential of executives who would succeed to the positions.
Human Resources Policy
The company recognizes the importance of human resources as a valuable resource to the organization. Then the company is committed to develop our personnel to be ready for the business competition, develop staff caring system and skill development programs at all level in order to maintain and enhance their value to the organization, and also to retain valuable employees to enjoy working with the company. Therefore, in recent years the company has focused on the development of executive officers in accordance with the strategic plan of the organization, the major courses include Action Plan in Action, Problem analysis problem solving and decision making, How to effective delegating and controlling in order to develop the executives to be able to convey the ongoing development of employees and support business growth in both domestic and foreign.
Furthermore, the company supports the operation of the S&P Learning Center which authorized from the Ministry of Education to offer course of vocational certificate on retail business, food and nutrition. The company has signed the memorandum of understanding (MOU) with the Office of Vocational Education to open vocational course 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. In addition, the company is cooperating with institution of education to develop undergraduate program of culinary technologies and services 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:
|Branch Operation Dept.||4,009||653.46||3,747||543.90|
The Board has assessed the adequacy of the internal control system in accordance with the guidelines of the Coso to oversee the proper environment, a globalized risk management system and comsistency monitoring the operation of the managements, including the development of information and communication systems up to date and appropriate for the business, and efficient monitoring system.
In 2012 the company has established a regulation in the internal control system within the organization in order to improve the operating performance and help to achieve the company’s goal and help the executives increase their performance. The regulation is covering major aspects of the business operation such as sales, marketing, credit, procurement, business planning, manufacturing, quality assurance, personnel management, finance and accounting system, information technology system, and internal control management.
The Company’s internal control system can be described as follows;
- Organization and Environment
The organization structure of the company has clearly defined the duties, responsibilities. The objectives were defined by planning and budgeting with measurement which has been used as the reference for the operation. To create incentives to the employees, the company has provided the reasonable remuneration in form of salary and welfare at competitive level.
The company has prepared regulations and ethic to be used as a basic guide and operating manuals for employees. All employees will be trained on a regular basis. The Company has allocated budget, equipment and workplace that encourage performance and safty.
- Objective Setting
The objectives of internal control have been clearly defined in order to create efficiency, business wise, including the defined duties and repoonsibilities of each department to encourage their achievement.
- Event Identification
The company has considered the events that can caused the weakness in the internal control system, the adequate and appropriate internal control to cover all functions, and the study of cases, plobrems and constraints in order to provide the employees the lessons and measures to prevent from happening again.
- Risk Assessment
The company has more emphasized on risk management, and established the risk management committee in 2012, in addition to the existing risk management team. The risk management committee has approved the risk management manual that provides all departments with in the company the understanding of risk management’s objectives, policies and risk management procedures. The manual also includes the risk indentification, risk rating, risk controlling, risk mitigatin, including monitoring and assessment in order to increase the risk management performance of the company.
- Risk Management Policy
The company has identified the risk factors of the company, its possibilities and prioritized those factors, then determined the appropriate strategy to manage, prevent and set the measure to response. In addition, the company has established the warning sign of each risk factor in order to monitor and manage such risks
- Controling Activities
The company has clearly defined the duties and authorities of all executives and officers in written with clearly separation of the duties of operators, controllers and evaluators to achieve a proper controlling, and also result in transparency and prevent fraudulent act. And the defined procedures for each transaction that takes account the interest of the company.
- Information and Communication
In 2012, the company emphasized on the development of information system to ensure the information with in the company is accurate, complete, up to date and adequate for the managements to make any decision as well as the sufficiency of the security of information systems.
The company has a system to monitor its performance against goals and plans set out on a quarterly basis. In case of the operating result differs from the specified target significantly, the managements will analyze the cause, solution and recommendations, and report to the Board of Directors In addition, all departments with in thre company have been monitored through KPI continually.