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 (CGR) for the year 2018 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 to all company directors 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:
- Rights of Shareholders
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.
- Equal Treatment 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 and the number of votes 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 2018 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 2019 Ordinary Meeting the Company will take steps to grant these rights and equalities to its shareholders.
- Roles of Stakeholders
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.
- Disclosure of Information and Transparency
- 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. 0-2785-4000 or on the website www.snpfood.com or via the email address email@example.com
- 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”.
- 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.
- Relationship with Investors
- Board’s Responsibilities
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 3 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 2018, 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”.
Counter-balancing by Non-executive Directors
There are 12 members of the Board of Directors, which comprises:
- 6 executive directors
- 2 other directors
- 4 independent directors, equal to one-fourth of the whole Board
Combination or Separation of Positions
- The Board Chairperson is the representative of the group of majority shareholders, who, in 2018, hold in aggregate of 43.88 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 director, who will lead to management counterbalancing and cross-examination.
- Roles, Duties and Responsibilities of Board of Directors
- 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. In the past year, the Company has reviewed the Mission and Vision, and has adopted strategies that have been reviewed to perform, such as reflection in the form of activities.
- 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”.
- 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.
Internal Control and Audit System
- Internal Control
The Company has set the policy in developing the internal control efficiently, effectively, and continually. In addition to the internal control in operation and in the computer system that are compatible with the operation of the Company, in order to comply with the internal control system efficiently this year the Company has introduced the self-control evaluation system to each division to use as a guideline to evaluate oneself frequently. This is to prevent or to mitigate unaware fault or fraud.
- Internal Audit
The company recognizes the importance of the internal audit as a tool to guarantee that the internal control has been practiced efficiently and continually. Also, the Audit Committee intends to elevate the standard of the auditing work, it thus determines that the audit unit must have vision to audit creatively and generate value added for the organization as mention in principle of the good corporate governance. Moreover, it also determines to evaluate the auditing work quality by those divisions that have been audited as well as to have the internal audit department to evaluate itself.
- Internal Control
- 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 2018, the risk management committee had 4 meetings, to identify the risk factors of all departments across the organization, risk prioritized, established the guidelines 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 economic 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.
- Directors' Meetings
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 2018, the Board of Directors held 5 meetings in total. The Chairperson of the board always attach importance to attend all the Board meetings. Also 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.
In the year 2018, the Board of Directors has set a policy regarding the minimum quorum as at the time when the directors will vote in the meeting, the committee must have at least two-thirds of the total number of directors. Without counting the number of the directors which has a conflict of interest and that no right to attend and vote in such meeting. At every previous board meeting, the number of directors attending the meeting will be more than two-thirds of the total number of directors every time.
- 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.
- Performance Evaluation of the Board of Directors
Nomination and Remuneration Committee has considered the performance evaluation forms of the Board of Directors and other committees of the Company by categorizing into the performance evaluation of each directors and the performance evaluation of a whole group of directors. Once the performance evaluation forms have been considered, it was proposed in the Board of Director Meeting.
The Board of Directors approved the performance evaluation forms mentioned above for the year 2018. The evaluation topic included the evaluation of the structure and the qualification of the directors, the role and responsibility of the directors, the meeting of the directors, the performance of the directors, the relationship with the Management, and the self-development of the directors and the Management.
The Nomination and Remuneration Meeting No.1/2019 held on 8 February 2019 has considered the summary of the performance evaluation of the directors by comparing with the past 3 years results, and proposed it to the Board of Directors Meeting No. 1/2019 held on 27 February 2019 to consider merit, demerit, and direction for improvement. The performance evaluation was aimed to obtain the result to use in improve the performance of the directors. For the year of 2019, in overall the Board of Directors agreed that the most of the operations have been done properly
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 documentation 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.
- Board Structure
- Human Resources Policy
The Company recognizes the importance of human resources as a valuable resource in achieving business goals. Therefore, the Company strive to develop the staff personnel to be sustainable to the completion in food and service business in both local and international for maximum efficiency. The emphasis is on creating people with basic skills in cooking. In the year 2018, the company has organized the following courses:
- Kitchen Master Course, for mentoring in cooking skills through the MSC Thai Cuisine School, which specializes in teaching Thai cooking, especially by highly qualified instructors and instructors from prestigious educational institutions. They can also pass the knowledge of cooking skills from Department of Skill Development, Ministry of Labour which passed Thai Kitchen Standard Level 1 (have 2 levels) of 100 people.
- Restaurant courses and bakery shops, including drinks knowledge, sales knowledge and service knowledge.
- Provide Safety, Occupational Health and Working Environment Course, and GMP quality assurance and prefire course to the front store, factory worker and office staff.
- Provide Human Resources Management Course which including good attitude and teamwork and Pre-service Preparation for Bilateral Students and new staff.
- Provide Financial Discipline Courses together with the Stock Exchange of Thailand to the staff at the management level and restaurant staff to be able to organize personal expenses, reduce and stop debt, manage the savings systematically to improve the quality of employees’ life and subordinates.
In addition, the Company has developed the knowledge of directors and executives in the areas related to the corporate governance, including Role of the Chairman Program, Director Certification Program, Business Revolution and Innovation Network (BRAIN), Techsauce Global Summit 2018, Seamless Thailand 2018, Food Innovation and New Business Opportunity, Strategic Planning Program
The Company's strategy of building people has continued over the past 10 years through the performing of "S&P Learning Center" which has been approved by the Ministry of Education. S&P Learning Center opened in 2007, the course is offered at vocational certificate level for retail business, and food and nutrition major. S&P Learning Center also take the vocational students in "bilateral" system from vocational colleges all over the country, and also increased the number of employment of bachelor's degree scholarship student in line with the expansion of Company’s shop. The Company’s strategy of building people are the preparation and development of human resources to suit the business and sustainable corporate culture also the students who finish vocational training can work under the policy of the government to develop people through education system by private organizations.
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:
Working Units 2019 2018 Number of employee Remuneration
Number of employee Remuneration
Local Offices 862 413.20 839 384.90 Branch Operation Dept. 5,053 947.08 4,984 922.96 Factories 1,760 441.33 1,732 392.14 Total 7,675 1,801.60 7,555 1,700.00
- Internal Audit Control
The company always recognizes that internal control is an important process in order to effectively prevent and control work. A good internal control system will ensure that the company's system is accurate, transparent, and capable of reducing or preventing potential damage. As a result, the company has continuously developed the internal control system to be efficient and effective. To allow shareholders and stakeholders to have confidence in the internal control of the company. The Board of Directors therefore appointed the Audit Committee consisting of 3 independent directors who are fully qualified according to the regulations and rules of the Capital Market Supervisory Board and the Stock Exchange of Thailand is responsible for reviewing financial reports to be accurate and reliable. The connected transactions or transactions that may cause conflicts of interest to be reasonable and is the most beneficial to the business of the company including evaluating the adequacy of the risk management system, good and effective corporate governance of the company pursuant to the Securities and Exchange Act and laws related to the business of the company as proposed by the Audit Committee in the annual report.
The Board of Directors is of the opinion that the internal control system of the company is appropriate and efficient enough to enable the company to achieve efficient and effective operations, reliable financial reporting and compliance with relevant laws and regulations.
The Audit Committee has assigned the Audit Office of the Company which is an agency that is independent from the management to inspect and review the operations of various departments within the company and its subsidiaries to ensure that those units are in compliance with the internal control system set forth and evaluating the adequacy and appropriateness of the internal control system by the Board of Director. For the internal control framework, the Board of Directors including the Audit Committee and the Internal Audit Office, using the Internal Control Integrated Framework of the Committee of Sponsoring Organization of the Tread way Commission (COSO) as an idealism and reference of working, which can be described as follows:
- Organization and Environment
The Company supports and promotes good internal control environment by stipulating the corporate governance and business ethics in writing which have been communicated to employees in all levels for acknowledgement and strict compliance including punishments in case of violation. The Company has set up the organizational structure to correspond with the business plan and continued to revise the structure to be in line with its operation. The line of command is set to correspond with the operational strategy and corporate governance to ensure that the management and employees carry out tasks with efficiency, which can be monitored, inspected and assessed. The independent internal audit agency under the Audit Committee is responsible for inspecting and reviewing the performance, encouraging good internal control environment.
In 2018, the company environment did undergo any significant changes. Business is operating with good, sufficient internal control.
- Objective Setting
The Company has clearly defined the objectives of the internal control including the strategy for the operation, for reporting, and for complying with the policy, law, regulation and rules. This practice has been done according to the main objectives or the overall mission as well as with the acceptable risk which has been in writing and communicated to the management. The Company has also reviewed and adjusted the strategic plan and objectives to conform to the always fluctuated environment and risk factors.
This year, the Company has revised the stipulated objectives and considered the objectives to cover all business operation to ensure good efficiency.
- Risk Management Policy
The Company has set up a risk management system by forming the Risk Management Committee responsible for stipulate the policy as well as systematically managing the risk. All agencies are assigned to assess the risks in various aspects, impact, potential risk, organization and environment and risk management plan to correspond with changing risks both internally and externally. The measure also has been applied to minimize the risk to the acceptable level and quickly and effectively manage the existing risk. The performance report of the Risk Management Committee is to be conducted every quarter for the Audit Committee to assess and elevate to the Board of Directors. Furthermore, internal audit will be monitored to ensure compliance with risk-minimizing measures to ensure the company's risk is in an acceptable and manageable level.
In 2018, risks have not been significantly changed from 2017 and have been monitored and minimized to the acceptable and satisfactory level.
- Event identification
The Company has appropriately and systematically specified the event identification and various risk factors that will negatively affect the organizational level objectives and operational level objectives as well as the possible events that will positively benefit the objectives. This has been done by considering the sources of risk from both inside and outside the Company. Also, the monitoring has consistently done to ensure that the Company has specified the risk factors covering the change of each level, and the management team and related people have always been kept updating with the situation. This year, the risks have not significantly changed and have always been reviewed.
- Risk assessment
The Company has placed a clear emphasis on risk assessment procedures for its operations, financial reporting and non-financial information, including legal compliance, all relevant regulations by specifying the acceptable levels of risk that affect the achievement, and also defining how to achieve the target as well as the objective of the organization. Also determined the procedure to respond the risk which the Company establishes clear risk assessment procedures at the organizational, departmental, and operational levels, as well as systematic risk assessments to determine the significance of such risk factors. It also identifies and evaluates significant changes that may have an impact on the internal control system by considering changes in laws and regulations, the economy and the environment.
This year, persons in charge of risk assessment think that the stated risk assessment procedure has been complying the measures in a sufficient and manageable way and no significant damages have occurred.
- Controlling Activities
The Company has clear and appropriate controlling activities. The Company has a Key Performance Indicator as a tool for planning and controlling, "Work Regulations and Code of Conduct" as well as good corporate governance policy for the employees to comply. All employees will have been informed of the price since the orientation. The Company has clearly defined the duty and the responsibility of each position and can cross check to reduce the risk of corruption or inappropriate actions. The Company has stated the business authorization and approved credit line for various transactions of the executives in writing in “The Internal Control Regulations and Business Authorization”. The Company has general control of the information technology system such as segregation of duties, reviewing, data access controls at each level, passwords defined and with a secure back-up system. The Company has stipulated clear procedures for connected transactions or transactions that may lead to a conflict of interest to ensure transparency for the best interest of the Company. The Audit Office is assigned to review the adequacy and suitability of the controlling system by expanding the auditing plan to cover important work procedures.
This year, the aforementioned controlling activities comply at a satisfactory level resulting in appropriate and adequate controlling of various operations to correspond with the current business environment. Intranet has been utilized as a communication channel within the Company to disclose policies, rules and regulations and other important information. The Company also has Whisteline@snpfood.com as a channel to accept employee complaints
- Information and Communication
The Company places importance on Information and Communication, by having internal and external communication channels to ensure that the decision of the shareholders, stakeholders, directors and management of the Company is based on the correct, adequate, credible and up-to-date database. Important and general information will be disclosed in the Annual Report, Annual Registration Statement (56-1) through www.snpfood.com as well as disclosing information through the Stock Exchange of Thailand. Before any meetings, the Board of Directors will send out meeting invitations, the agenda and documents within the period prescribed by law to allow directors to have enough time to understand the information before the meeting. In every meeting, minutes, notes of directors' questions, comments or remarks of the directors regarding meeting topics are also taken. The work system is controlled by the computer system efficiently and effectively.
The Company continually monitors and evaluates the performance based on the KPI to check if it is in line with the work plan as well as analyzing the causes in case of the performance does not meet the expected plan. The Audit Office which is an independent agency is responsible for reviewing and examining the performance in accordance with the internal control system which will emphasize on covering work procedures with significant risks. Any key points will be directly reported to the Audit Committee. The Audit Office also monitors the outputs of the audited agencies. The Audit Committee will report the results to the Board of Directors in every quarter. Furthermore, the Audit Committee also discusses with the auditors to assess the adequacy and effectiveness of the internal control system.
In 2018, the Audit Committee agrees with the auditors that there are no significant errors. The Company has adequate internal control appropriate for business operation and every agency has complied with the stipulated procedures and regulations. Any found problems are improved and revised. The regulations are also monitored to make sure if they comply or there are any problems or obstacles that need remedial measures. No significant errors regarding the internal control system are found.
- Head of the Internal Audit
Mrs.Chirley Sawangkong, the Deputy Vice President of the Audit Office, whom qualifications and caliber meet the requirement is currently the Head of the Internal Audit.
- Head of the Company’s Compliance
Mr.Supathep Sukanjanaporn, the head of the Company’s Compliance, has handled this job properly.
- Organization and Environment