Practice 7 Ensure Disclosure and Financial Integrity
The company operates its investment in subsidiaries (Holding Company) as aims to generate return on investment in long term and openness to potential investment and will be able to generate profits steadily therefore Board of Directors has realized on quality and disclosing information equitably, transparency and fairness and discloses information related to company both financial status and non-financial status or any information which may affect trading price for shareholders and those who are interested to acknowledge information correctly, completed, on time, equally and same quality.
The company has disclosed information with easily to access and more
channels in both Thai and English version and through SETSMART of The Stock
Exchange of Thailand and company’s website www.cenplc.com to stakeholders to
ensure all parties are as follows
1.
Corporate Governance: The Company has corporate governance in
accordance with good corporate governance, code of conduct and employees ethics
in written as guideline for directors, executives and employees thus prepared
public relation board and company website includes policy and practices in term
of anti-corruption
Year 2020, company has performance report in accordance to corporate governance which conform to good corporate governance for listed company of The Stock Exchange of Thailand by publishing in Form 56-1, Annual Report (56-2) and company website www.cenplc.com
2. Importance information as for financial and non-financial: The Company has disclose importance information including financial and non-financial information under the condition of The Stock Exchange of Thailand and The Securities and Exchange Commission correctly, completely transparency and on time which passed through examination procedure in both Thai and English to The Stock Exchange of Thailand and company website (www.cenplc.com)
·
Information which disclosed
in Form 56-1 and annual report of company. By this, the company has prepared and disclosed in accordance with rules from The Stock Exchange
of Thailand and Securities and Exchange
Commission for beneficial of shareholders to be considered thus with up to date
information which disclosed on company website www.cenplc.com
In 2020, The Company
has not been implemented from Securities and Exchange Commission or The Stock
Exchange of Thailand due to non-disclosure requirements.
·
In term of Annual Financial and
Quarterly Financial the company has prepared Financial Statement which pass examine by auditor with approval from Audit Committee as also
passed Board
of Directors before disclose to shareholders and send to The Stock Exchange of
Thailand and Securities and Exchange Commission. Incidentally, disclosed to
shareholders and investors before limit time together with disclose enough
importance information in Noted to Financial Statement and provide explanations
and analysis of the management for disclosing quarterly financial statements so
shareholders and investors can be used in order to make decision making for
investment
·
To report business operation quarterly The
company normally report business operation every quarter in case net profit in
accordance to latest Financial Statement changes from Financial statement (same
period of previous year) more than 20 percent then company will describe those
changes through SETSMART (The Stock Exchange of Thailand) and company’s website
www.cenplc.com
By this, company’s auditor has knowledge and expertise independently and has been approval from Securities and Exchange Commission. Apart from this, auditors has no relationship or equity with company/ subsidiaries/ affiliate company/Executives/ major shareholder or those involved with such person therefore It is free to monitor and comment on the Company's financial statements truly. Moreover, company has disclose auditor fees and other services as paid to auditor in title of “Remuneration of Auditor” of Annual Report
In year 2020, the company has revealed company financial statement quarterly and annually both Thai and English version through company website which could download thus Financial of company has certified with unconditional and no notice from company’s auditor, company has disclose financial statement to The Stock Exchange of Thailand and Securities and Exchange Commission punctual and no financial statements were ordered to change and not being processed as a result of non-disclosure of information
3. Report on responsibilities of Board of Directors on Financial Report Board of Directors has realized on importance of financial report preparation correctly, in accordance with accounting standard which disclose such information that has been audited by independent auditors and approved by Audit Committees and Board of Directors prior to dissemination to shareholder. In order the ensure, Boards has prepared a report on responsibilities of Board on Financial Report as disclosed in Annual Report and Form 56-1 together with report from auditors. By this, such report is meet accounting standard report and investors could find this information for their decision
4. Related Transaction and/or Asset Acquisition: Board of Directors has clear practice guidelines in order to discarded on beneficial and for highest returns to company and shareholders. Transactions which conflicts of interest then company will clarify and disclosed in meeting resolution in accordance with rules from Capital Market by stakeholders may leave the room and no right to vote in that agenda for independently in consideration. This has been disclosed to Stock Exchange of Thailand in Thai and English version and also company’s website, annual report in the title of “Related Transaction” and Form 56-1 subtitle “12. Related Transaction”
In year 2020, Board of Director has resolved 1 related transaction which happened from subsidiaries as being accepting and/or 1 transaction on acquisition of assets in accordance with specified rules.
5. Designated to Board of Directors and Executives requires to report trading securities, holding company’s securities and stakeholders involve in company management such as mate and underage children which stakeholders involved in company management to report to related person who holds position of directors, executives and Securities and Exchange Commission as following manner:
As measure and policies to comply with guideline set out as follow:
·
Report on changes in holding company’s securities
when trading (Form 59)
·
Information of Company’s directors and
executives (Form 35-E1) within 7 days counting from date of holding position
In year 2020 – Director and Executive including their
spouse, underage child as making report
on trading securities, holding of company’s securities in case there any
changes together with conclusion in annual report in title of “Shareholding
Structure and Management” and Form 56-1 in title of “8. Management Structure”
6. Designated
policies of responsibility of community and environment: which company set
the mission in order to practices to achieve tangible should report company
every time changes in accordance to standard of regulation as follows:
·
To report vested interest in position of
Director or Senior Management for the first time
·
Report on any vested interest when there is
any changes
·
Report on any vested interest every year
ended
·
In case director has resigned then re-elected
then those director do not have to submit report again
·
Directors and Executive submitted report on
vested interest to corporate secretary within 1 month (date of appointment) and
within 15 days when there is any changes and within 30 days then report in
annual report counting from year end thus corporate secretary need to send
copies of these report to Chairman and Audit Committee Chairman within 7 days
counting from date received information
In year 2020, Directors and Executives has submitted the report of vested interest in case there are any changes
7.
Use of Internal Information: The company has measure to control use of
inside information by specify in Code of Conduct RE: Regarding conflict of
interest and confidentially treatment that must be treated by company,
shareholders, stakeholders and as specified in employees ethics to Board of
Directors, Executives and employees as perform duties with honesty, responsible,
have good discipline and awareness for the public and for oneself, do not use
the position of duty for self-interest and/or others, protect the interests and
assets of the company by not use company information and assets for their own
benefit and/or others thus do not act in a way that encourages others to do
business competing with the company and subsidiaries
Apart from this; regulation related work
of company has specified in mentioned issue by imposing disciplinary action
which directors, executives and employees has practices accordingly
Year
2020, directors, executives and employees of company has practices in
accordance to regulation strictly not appear to have misused the company's
internal information
8. Designated policies of responsibility of community and environment: The Company has set in company's mission in order to practices to achieve tangible which, everyone in organization must be involved
Year 2020 the company
has disclosed details in Annual Report by separating as part of Corporate
Social Responsibility (CSR) Report
9. Meeting and
Communicate between Executives and Chief Executives, highest commanders of every
department of company and subsidiaries:
Company has held the meeting between Executives Board and Chief Executives and highest commanders of every department of company and subsidiaries every month in accordance of the target of business operation and business strategy. By this, communication is a way to cooperate with every employee for understanding and act in the same direction together with responsible for their duties in order to achieve their goals
In year 2020, Chairman has play importance roles on attending to Executive, Chief Executive and High Level of position in every division meeting every year by main idea suggestion, aggressive tactics and philosophy together with exchange opinion independently to support executive management and achieve business goals
Apart from this, disclosure of financial
statement and other information to The Stock Exchange of Thailand and
Securities and Exchange Commission through various channel by accurate,
complete and on time however the company disclose following information
1. Shareholding Structure by disclosed top 10 major shareholders as at closing registered date to attend Annual Shareholders meeting before meeting started and disclosed in website of company www.cenplc.com
2. Disclosed changed in holding shares of Directors and Chief Executive by show amount of shares at the end and beginning of year or trading between in annual report in the title of "Shareholding and Management Structure" in No.2 Management Structure in sub title of Changes of holding securities of Directors and Executives and Form 56-1 in the title "8.1 Board of Directors"
3. Disclosed business operation of company and its subsidiaries and analysis industry and competitive includes financial status, annual report, in title of “Nature of Business” and form 56-1 in title of “2. Nature of Business”, company’s website both Thai and English version which can be download
4. Disclosed on create business group of company and subsidiaries in annual report in title of “Shareholding Structure of Company” and Form 56-1 in subtitle of “1.3 “Shareholding Structure of Company” through company’s website both Thai and English version thus could be downloaded.
5. Disclosed Risk Factors of company and subsidiaries in term of characteristics, cause and effects includes ways to prevent and reduce these risks in annual report in the title of “Risk Factor” and Form 56-1 in title of “3. Risk Factor”
6. Disclosed name of Directors, Independent Directors and sub-committee includes historical, roles and responsibilities, number of attended the meeting of each Director, proportion of holding shares, date of appointed as Director and information of training development of each directors in past year in annual report in the title of “Shareholding Structure and Management” No.2 Management Structure in sub title of Summary of attendance and in the title of “Personal Information of Directors and Executives” and Form 56-1 in the title of 8.1 Board of Director subject of summary of attendance and title of 9.2 Sub Committee.
7. Disclosed policies on remuneration fees of Directors and Executives of company and subsidiaries includes form and nature of compensation committee granted in annual report in the title of “Shareholding Structure and Management” No.2 Management Structure in sub title of Remuneration of Directors and Executives and Form 56-1 in the title of “8.4 Remuneration of Directors and Executives”
8. Disclosed information on development and training of directors in the past year in section 5 Responsibility of Director RE: “Development of Directors and Executives” as well as in annual report and form 56-1
9. Disclosed policies on dividend payment of company and subsidiaries in annual report in the title of “Shareholding Structure and Management” No.1 Management Structure in sub title of Dividend Payment Policies and Form 56-1 title of 7.4 Dividend Payment Policies
10. Disclosed the appointment of Auditors (independently) and qualification as agreed by Securities and Exchange Commission (SEC) includes their fees and services in annual report in the title of “Auditor Fees” and Form 56-1 in title of 9.6 “Auditor Fees”
11. Disclosed organization structure in annual report in the title of “Management Structure” and Form 56-1 in the title of “8.2 Executives subject of through company’s website both Thai-English versions as can be downloaded
12. Disclosed Internal audit
control system as assessment by follows regulation from SEC together with
reported to Audit Committee in annual report in the title of
“Report on Corporate Governance of Audit Committee” and Form 56-1 in title
“Enclosure No.5”
13. Disclose the offense notification policy in
section 3 Taking into account in role of stakeholders RE: “Anti-Corruption
Policy” in annual report and form 56-1 as well as company website in both Thai
and English version
14. Disclosed financial statement
each quarter in both Thai and English version through company’s website
thus can be downloaded
15. Disclosed annual report, invitation letter to Annual General Meeting of Shareholders in both Thai and English version through company’s website thus can be downloaded.
16. Disclosed Article of Association in both Thai and English version through company’s website thus can be downloaded
17.
Public information and company’s news through company’s website
Channel
for dissemination of company information
Disclosure of information accurately
and transparently through provided channel for benefit to related person
1. There is Investor Relation
Department – channel to communication with investor
The company has specify person who will be a center for disclosing
importance information to investors and related person to facilitate any
stakeholder
Ms. Jantharat Sodsonchit
Corporate Secretary, compliance
and investor relation
TEL: (02) 049 1041 - 3 FAX: (02) 049-1045
E-mail: jantharat@cenplc.com
2. The company and its subsidiaries
has acknowledge, create understanding on subsidiaries’ business e.g. student
affairs access to entire system and visit factory (subsidiaries) thus
executives will be an educator in order to understand basic aspects of
production (from beginning till the end of production process)
3. Importance information as public
on company’s website are as follow:
·
Shareholding Structure
·
Organization Chart
·
Article of Association
·
Good Governance
·
Anti-Corruption Policies
·
Code of Conduct
·
Employees Ethic
·
Report Committees
·
Social Responsibility Report
· Annual Report (Form 56-2) and Annual Registration Management (Form 56-1; Thai version only)
·
Financial Statement every quarter
