Practice
6 Strengthen Effective Risk Management and Internal Control
Board of Director has realized on roles
and responsibilities and has guideline for practice in operations as follow:
1. Overseeing
company to have efficiently internal control system as Audit Committee and inspection office has importance roles In the
matter of financial reports that are complete internal
control system and appropriate and effective inspection system
2. Overseeing
company to have appropriate risk management system by establishing a clear policy for each year and assigned to
risk management committee to consider, specifies risk, assess and chance of being happen in order to prioritize
risks and manage appropriate risks
Incidentally
in year 2020 the company has monitored and managed the conflicts of interest
that may occur between company and management including the prevention of undue
use And transactions with persons who have a relationship with the company The
important summary can be summarized as follows
1. Company crimination record of Directors and Executives
In
the past and year 2020 the company has no prohibits characteristics follows
PUBLIC COMPANY
LIMITED ACT B.E.2535 and Securities and Exchange ACT B.E 2535 and other related laws such as does not submit
financial statements as scheduled, no transaction that provides financial assistance to companies other than
subsidiaries, no negative reputation due
to failure of operation from Board of Directors, subcommittee, no case in which
the non-executive director
resigned due to corporate governance of the company. Apart from this, the company do not have any case related o
violation of labor laws, employment, competition law or being carried out in any way due to the fact that the company
did not announce important information
within the time specified by the government agency
Incidentally,
Board of Directors and Executives of company, subsidiaries and affiliated – no actions that are contrary to regulations
whether it be PUBLIC COMPANY LIMITED ACT B.E.2535
or other laws both civil and criminal laws which includes including there is no
action that causes a conflict of
interest
- No actions are taken to trade
securities using internal information
- No fraud committed or ethical
offenses
2. Determination of the securities
of company
The
company does prohibit directors, executives and staff which currently in that
department acknowledge inside
information related to trading on securities during the past 1 month before disclosure of financial statement to
publicize. Apart from this, set director and executives (includes spouse and Child (immature)) to report on shareholding
if publicly trade company’s shares
to Securities and Exchange Commission within 3 business day which counting from
changes date and send copy to
corporate secretary thus it is a duty to act and perform as required. Moreover, includes directors
and executives when first re-instated needs to report shareholding of company to Securities and Exchange Commission.
Corporate
Secretary has preparing meeting date of Board of Directors (whole year) and
send it to directors in advance to
acknowledge when should refrain from trading.
The company has practice policies with Directors and
senior management in case there are determinations
of company’s securities- need to acknowledge Directors and/or Corporate Secretary 1 day before trading securities
Year
2019, directors, executives and staffs have determined in accordance with
policies and shown that no trading
securities during those time.
By
this, shareholding of directors which includes the shareholding of the spouse
Underage children and the first 4
executives as at December 31, 2020 as percentage of 5.01 percent of total shares sold as summarized in annual
report in title of “Shareholding Structure and Management”
and Form 56-1 in title “8. Management Structure”
3. Stakeholders reporting of Directors and
Executives
In accordance to clause 89/14 Securities
and Exchange Act (No.4) B.E. 2551 (2008) Notification
of Capital Market Supervisory Board TorChor 2/2552 RE: Reporting of interests
of Directors, Executives and Related Person
stipulating that directors and executives shall report their interests or those of their related persons to the
company so have complied with the policy
on reporting of interests thus Executive Meeting No.5-2009 held on June 9, 2009
has stipulate the rules,
conditions and procedures as follows
1. Stakeholders as Directors and Executives reports report on his interest or a related interest of person in relation to management of company in form of report of interest of Directors
and Executives within 30 days counting from the date of appointed.
2. Unless any changes in report of
interest then need to send to corporate secretary within 15 days counting from
the date of changes
3. Report of interest of Directors and Executives every year within 30 days counting from end of year although there aren’t any changes.
In year 2020, all Directors and
Executives have reported conflict of interest as follows the regulation strictly.
4. Securities Trading Supervision
The company taking care of securities
trading in accordance to announcement of Capital Market Supervisory Board RE: Acquisition or Disposition
of assets by making said transaction stakeholders
do not take part in the decision making in order to be transparent and fair
Year
2019, company and subsidiaries has transaction to acquire or dispose of assets
with other person which the
company has complied with rules of Stock Exchange of Thailand and Securities and Exchange Commission
5. Conflict of Interest
Board of Directors has clear guideline
for care, eliminate conflict of interest for best benefit of company and shareholders thus when there are
transaction related to conflict of interest then company has notify and disclose resolution of the meeting
regarding said transaction in accordance
to rule of Stock Exchange of Thailand thus any stakeholders will leave the room
and no right to vote in those agenda for
independence in decision making, disclosed information
transparently and no provide financial assistance that is not subsidiary
company (as appears in Form
56-1 subtitle “12. Related Transaction”)
Related
Transaction will be consider from Board of Directors meeting as suitability of transaction and the Audit Committee will
approve the disclosure of information in Form 56-1 and annual report
6. Preventing from Conflict of Interest
The company has clear and transparently
shareholding structure therefore does not cause any conflict of interest to either party as disclosed in
annual report and including completed holding
of securities of the board of directors and executives
Related transactions are done with care,
sensible, taking best interest of company into account
by set price in accordance to market price with normal business practices and
fair trade conditions as if
entering into transactions with third parties by establishing a transparent operating system for the said matter
transparently and practice in accordance to rules of Stock Exchange of Thailand thus establishing it as policies
of corporate governance and determine
in Code of Conduct as treat company and shareholders
The company has disclosed information in
order for equal right of receives information such as Related Transaction, the
company has follows announcement from Securities and Exchange Commission RE:
Disclosure of information and other acts of listed companies concerning
the connected transaction. In case connected
transaction which required to be disclose or approve from shareholders,
the company has follows provision of Stock Exchange of Thailand and Securities
and Exchange Commission. Moreover, before the transaction company has disclosed
details and reason of doing this transaction to shareholders all times.
Directors
who seem as connected person will not attend the meeting and have no right to
vote in the meeting to Board of Directors whom is not entering connected
transaction may have fully comments and vote independently. The company
secretary will announce the person who entering connected transaction need to
leave the room. After the meeting adjourned disclose name, relationship of who
entering connected transaction, price set, transaction value and any opinion
differ (if any) to The Stock Exchange of Thailand by schedule of time and
disclose in company website which can be check.
In year 2020, transaction related financial assistant to
subsidiary company thus the company has
policies on controlling this related transaction and limited financial
assistance to other companies
which is not oppose rules from Stock Exchange of Thailand and Securities and Exchange Commission also follows normal trading
of year 2020 moreover, as mentioned conditions
are disclosed in annual report and Form 56-1
7. Internal Control System and Internal Audit
-
Internal Control System
The
Board of Directors realizes the importance and provides internal control system
for operation in term of Financial follows the policies and rules by appointed
Internal Audit to be responsible for checking the operation system of internal
control as planned to report Audit Committee and Board of Directors. Moreover,
they are independently to perform their duties. There are 5 sections by
following approach of COSO (The Committee of Sponsoring Organizations of the
Tread way Commission) as organization and Environmental, Risk Management,
control practice of management, Information and Communication and monitoring
system every year at least 1.
In
Board of Directors meeting No.1-2020 held on February 28, 2020 by Audit
Committee has attended this meeting as considered adequacy of company internal
control system follows COSO (The Committee of Sponsoring Organization of the
Tread way Commission) with the conclusion of The Company has adequate and
effectiveness in term of internal control system which shown in Annual Report
in the title of “Internal Control and Risk Management” and Form 56-1 “No.11
Internal Control”
-
Internal Audit
The Board of Directors has assigned
Audit Committee to reviews on company to have adequate internal control system
for business operation with the effectiveness and report to Board of Directors
and Shareholders. By this, the company has provide a separate internal audit
unit as part of company’s organization chart and this department is directly
under Audit Committee as assigned Mr. Khomwuthi
Pornnaradol (Secretary of Audit Committee) whom holds the position of
Director (Internal Audit). In addition Mr. Khomwuthi Pornnaradol and his
quality team work will review, assess adequacy, effectiveness of internal
control system which has standard check and sufficient independence thus give
suggestion for improvement to achieve value added to organization and support
corporate governance process
Year 2020; Audit Committee has
completely performed assigned duties from Board of Directors; there is an internal
audit help to support those mission to achieve goals (internal auditor) is who
has appropriate qualifications to perform the duties. As the results of
assessment from internal control system that needs to be corrected including
appropriate suggestion as management deems necessary for business operation
thus propose to Board of Director in order to be in consideration quarterly.
Internal Audit will report the
assessment and review internal audit control to Board of Director quarterly
and year 2020 there are 5 times meeting for Audit committee and report to Board
of Director quarterly. By this, Audit Committee has report and comments on
internal audit control system and risk management are shown in Annual Report in
the title of “Corporate Governance Report from Audit Committee”
8. Risk Management
Board of Directors has set the policies
on risk management in the whole organization by appointed Risk Management Committee by Independent
Director whom is not Executives and report
risk management to Board of Directors. In case when there is significant risk
issues or unusual transaction
then will take into consideration for level and size of damage as occur as organization can accepted by taking
goals of organization into account
9. Supports responsibilities to social, environmental and human
right
Board of Directors are aware of
importance of social and environment responsibility while conducting business by participating
in the improvement of the quality of life of communities around the factory, respect human rights, fair
use of labor, create sustainable communities and
factories together
Apart
from internal control and risk management system there are importance roles
that directors need to supervise which are
anti-corruption, process and supervision of stakeholder complaints, supervising and managing potential conflicts of
interest between company, management and
Board of Directors as follows:
Policies on Good Corporate
Governance
The
Board of Directors realizes on good corporate governance by setting policies
which
are consists of 4 parts such as
Corporate Governance, Business Ethics, Employee Ethics and Anti-Corruption
Policies for directors, executives
including every employees within company use as guidelines for the behavior of
everyone in the organization; in carrying out the duties of the company with
good conscience To strengthen the organization to have a good management system
Transparency in business operations, causing confidence among shareholders and
normal investors, create stability for business and create returns that are
beneficial to shareholders, stakeholders and overall sociality, build stability
for employees by constantly revising to suitable situation together with public
through company website
The company has support
directors, executive including executive to understand and practice according
to business ethic and code of conduct by Board of Director to be used as good
example for employees. Apart from this; in the orientation for directors and
new employees is provide guideline and everyone need to signed in order to
demonstrate as commitment to be guideline for practical in workplace
The company has Audit
Committee and internal audit to check, follow the manual which is designated as
an annual plan then report to Audit Committee to acknowledge together with
suggestion and guidelines for correcting and preventing damage on a quarterly
basis
Policies and practices
regarding anti-corruption and corruption and giving or receiving bribes
The company and subsidiaries has
policies to comply with Anti-Corruption law by “Anti-Corruption and Corruption
Policy” Practical in “Code of Conduct” while also creating awareness attitude
to Directors, Executives and employees in the operation with honesty
The
company and subsidiaries has policies on resist giving and receiving bribes as
well as any kind of corruption by forbidden Directors, Executives and employees
accept or support any corruption either directly or indirectly thus need to
practices in accordance to rules, announce laws and related regulations
In
a meeting of Board of Private Sector Collective Action Coalition Against
Corruption Council :CAC) No.4-2018 and on February 4, 2019 resolved Capital
Engineering Network Public Company Limited certified as a member of Thailand’s
private sector – Collective Action Coalition Against Corruption Council
