The Company is committed to maintaining high standards of corporate governance within the Company in order to protect and enhance long-term shareholder value. The Company has adopted and continuously developed a set of good corporate governance practices and policies which are modeled on principles advocated by The Stock Exchange of Thailand (SET) as per the details set out in the following sections.
1. Rights of Shareholders
The Company recognizes the importance of shareholders’ rights. In 2012, the Company’s Annual General Meeting was held on 27 April 2012. The Company conducted the meeting and fully complied with all relevant laws and regulations in respect of shareholders’ rights in the following manner.
|1.1||All shareholders have the same basis and rights in the casting of votes at meetings and the receipt of dividends when declared by the Company. These are calculated based on their respective shareholding in the Company.|
|1.2||At every shareholders’ meeting, shareholders are given the right to approve important matters such as election of directors (shareholders can elect directors individually), directors’ remuneration, appointment of auditors and dividend payment, etc.|
|1.3||The Company has invited the shareholders to propose 2012 Annual General Meeting (AGM) agenda items in advance of the AGM through the channels of the SET and the Company’s website (www.lagunaresorts.com). However, none have been proposed by the shareholders.|
|1.4||The Company does not invite the minority shareholders to nominate their own candidates to be appointed as the Company’s directors ahead of the meeting. This is because the Company already gives all shareholders an opportunity to nominate their own candidates (who meet the requirements under the Plc Act) and to vote for candidates at the shareholders’ meeting.|
|1.5||The Company has assigned Thailand Securities Depository Company Limited, which is the Company’s share registrar, to distribute a package containing the notice and agenda of the meeting to the shareholders at least 10 days prior to the meeting. The meeting documents include the facts and rationales and opinions of the Board as well as other information relating to the agenda items such as information on the persons nominated for election as directors, auditors’ profiles, the part of the Company’s Articles of Association that relates to the shareholders’ meeting, map to the venue of the shareholders’ meeting convenient for attendance, proxy forms, documents and evidence of entitlement to attend the meeting, etc. This is to enable the shareholders to prepare themselves for the meeting. In addition, the notice of the shareholders’ meeting will be advertised in the press and all information contained in the meeting documents will also be posted on the Company’s website (www.lagunaresorts.com) at least 1 month prior to the meeting. Moreover, shareholders are always invited to register at least 1 hour before the meeting begins.|
|1.6||Before the start of every shareholders’ meeting, the Company Secretary will explain the voting methodology to shareholders. A team of legal counsels from a leading international law firm is invited to verify the registration procedure before the Chairman of the meeting announces to the shareholders, the number of shareholders and proxy holders present at the meeting and the number of shares held by them. The legal counsels also verify the vote counting procedure in respect of each agenda item before the votes are announced as resolution of the shareholders’ meeting. Shareholders may verify the detailed results of the vote of each agenda item at the end of each meeting. The same results and a summary of questions from shareholders will also be included in the minutes of the meeting which are accurately and completely documented in all material aspects and will be sent to all shareholders for their review prior to the following meeting. The minutes of the 2012 Annual General Meeting were posted on the Company’s website (www.lagunaresorts.com) within 14 days after the meeting was held.|
|1.7||The Company’s policy in conducting shareholders’ meetings is not only to meet all legal requirements but to also provide a platform and opportunity for shareholders to communicate their views and ask the directors and the management questions regarding matters affecting the Company. The Chairman allocates sufficient time for the meeting and conducts the meeting in an appropriate and transparent manner. During the meeting, shareholders are allowed to give comments and ask questions before the resolution on each agenda item is summarized. In addition, to facilitate shareholders in protecting their rights, shareholders who have any questions that require the Company’s clarification during the meeting may send their questions in advance at “email@example.com” or fax them to 66 (0) 2285 0733.|
|1.8||Apart from the external auditor who will attend the Annual General Meeting, the Chairman of the Board, the Chairman of the Audit and Risk Committee and the Chairman of the Nomination and Remuneration Committee, and all of the Company’s directors will also endeavour as far as reasonably practicable to be present at the shareholders’ meeting in order to assist the Board in addressing queries raised by the shareholders. The Company also invites its legal counsels from a leading international law firm to attend the meeting in case a legal question requiring clarification arises during the meeting. Furthermore, the Company provides a professional translator to be present at the meeting to assist shareholders and the Board to communicate more effectively in English and Thai. At the previous 2012 Annual General Meeting, the Chairman of the Board, the Chairman of the Audit and Risk Committee, the Chairman of the Nomination and Remuneration Committee, and other directors were present at the Meeting. Details of their names are stated in the minutes of the 2012 Annual General Meeting.|
|1.9||Any shareholders who arrive at the meeting after the meeting has begun are still entitled to vote on the agenda items that are still under consideration and have not been voted upon.|
|1.10||News and information relating to the Company is disseminated through the Company’s website (www.lagunaresorts.com), which includes information such as the resolutions of the Company’s Board of Directors on important matters, resolutions of the shareholders’ meetings, financial information, information which may affect the Company’s share price, Annual Report, etc.|
|1.11||According to the assessment carried out by the Thai Investors Association, which assessed the quality of the 2012 Annual General Meeting, the Company was rated excellent.|
2. Equal Treatment of Shareholders
The Company recognizes its duty to ensure equal treatment of shareholders by complying with all relevant laws and regulations as follows:
|2.1||For shareholders who are unable to attend a meeting in person, the Company provides opportunity for such shareholders to appoint another person as proxy to attend the meeting on their behalf by using proxy form B sent by the Company. Proxy form B is one of the forms prescribed by the Ministry of Commerce which allow shareholders to make voting directions. Moreover, the Company provides opportunity for shareholders to appoint the Company’s independent director as proxy to undertake proxy voting on behalf of shareholders who are unable to attend the meeting. The name of the independent director is provided in the proxy forms, together with the profile of that independent director who has been given proxy to vote on behalf of shareholders who are unable to attend the meeting, all of which are attached as part of the meeting documents.|
|2.2||The Company ensures that directors and management are aware of their duty to report a change in their holding of the Company’s securities to the SEC within 3 business days in accordance with the Securities and Exchange Act. The securities holding report is also included in the agenda of the Board meeting for the Board’s acknowledgment once every 3 months.|
|2.3||Any director or management who has an interest in, or is related to, any transaction between the Company and an interested or related person will not participate in the decision making process involving such transaction. The Company has disclosed and strictly followed the procedures on such transaction in accordance with the regulations of the SET and notification of the Capital Market Supervisory Board.|
|2.4||The Company has formulated a Code of Business Conduct to provide guidelines for the Board, senior management and employees of all levels to comply with. The Statement includes the prohibition on the improper use of insider information for personal benefit or to benefit others. Additionally, the Board approved the policy on dealing in securities of the Company which prohibits the dealing in the Company’s shares while in possession of unpublished confidential and price-sensitive information during the “Embargo Period.” Details are further described under the heading “Supervision on the Use of Inside Information” in the Form 56-1 and in the Company’s Annual Report. There is no violation of the policy found during 2012.|
3. Role of Stakeholders
In its pursuit for sustainable growth and financial returns for its shareholders, the Company strives to become a role model corporate citizen. It respects the rights of all its stakeholders and conducts its operations fairly and strictly in compliance with all laws, rules and regulations.
The Board of Directors is committed to perform its duties honestly, transparently and diligently in the best interest of all its shareholders, to preserve and enhance long-term shareholder value. All important information which may have an impact on the Company’s share price and/or shareholders decisions are fully disclosed in a timely manner.
Being in the hospitality industry, the Company believes that its people are its greatest asset. The Company has taken steps to ensure that all labour laws are complied with and all employees are treated fairly without discrimination or favoritism. The Company offers competitive pay packages and welfare benefits such as meal allowance, laundry allowance, complimentary vouchers and health & personal accident insurance to all its employees with continually upgraded programs. Additionally, the Company provides its employees a safe, hygienic and conducive working environment, air-conditioned buses and a provident fund. Furthermore, the Company not only encourages its employees to attend training related to their line of responsibility to enhance their knowledge and skills but also selects talented employees to attend the Management Development Program annually in order to develop them in accordance with the succession plan. The Company’s operations are not involved in human rights violations.
The Company’s Board of Directors approved the Whistle Blowing Policy and communicated this throughout the organization. The policy has provided guidance and a confidential procedure to the Company’s employees who feel they need to raise an issue concerning a major wrongdoing, irregularity or impropriety within the Company. As far as the Company’s Board of Directors is aware, there have been no claims or allegations under such policies up until the present.
The Company aims to provide its guests a safe and unforgettable experience at its hotels and resorts. Safety of its guests is one of the Company’s top priorities and in this regard a safety committee has been formed at each property with the objective of improving the safety of our guests.
The Company believes that competition is the essence of a free and open market and therefore avoids any actions which may prevent, obstruct or discourage potential competitors from entering the markets in which the Company operates in. The Company takes the view that healthy competition encourages product and service innovations in the market place which would increase market standards and ultimately benefit consumers and society at large. The Company will neither engage in any fraudulent act to violate or obtain competitors’ trade secrets nor in any infringement of intellectual property or copyright including anti-corruption and anti-bribery, which has been stipulated in the Code of Corporate Conduct approved by the Company’s Board of Directors, for the benefit of the Company’s business.
|Society & Environment||
The Company aims to be a socially responsible company and has continued to safeguard its natural environment, cultural heritage, and promote communal prosperity by establishing the Corporate Social Responsibility (“CSR”) Committee named “Laguna Phuket Social Committee” to contribute towards environmental conservation programs and to develop sustainable communities by initiating various CSR programs which focus on social and educational development, environmental conservation, religious and cultural preservation, associate benefits and relations, details as shown under the heading “CSR” in Form 56-1 and in the Company’s Annual Report as well as in the Company’s website (www.lagunaresorts.com).
Green Leaf Awards received by the individual hotels reflect recognition of Laguna Phuket’s commitment to conserve the environment. The Company encourages and supports the staff to use resources efficiently. Day-to-day operations at the resort apply the Three Rs of green management: Reduce, Re-use and Recycle. Each hotel has a staff education program to teach the importance of caring for the environment, and consumption of energy and water is closely monitored through the extensive checklists to be completed by the staff. No raw sewerage is discharged into the sea from the resort complex. After being treated, sewerage and wastewater are directed into a sophisticated recycling system. The resulting water is used to irrigate the gardens, details as shown under the heading of “CSR/Environmental Policy” in the Company’s website (www.lagunaresorts.com).
The Company strives to forge long-term business relationships with its suppliers and therefore has the policy to always give a fair profit to its suppliers and to respect payment terms and conditions. In addition, in selecting its suppliers, the Company applies the same selection criteria specified in the Company’s Standard Operating Procedures which have been distributed and communicated throughout the organization in order to understand and to strictly adhere to the procedures accordingly.
The Company considers creditors as important business partners and therefore aims to fulfill all its obligations to its creditors. In 2012, creditors challenged that the Company had failed to comply with any obligations.
4. Information Disclosure and Transparency
The Company’s emphasis on the disclosure of accurate and complete information in a transparent and timely manner as shown by the following.
|4.1||Each of the directors and executives of the Company has filed with the Company a report covering his interest or his related person’s interest in relation to management of the Company or its subsidiaries in accordance with the criteria and procedures as specified in the notification of the Capital Market Supervisory Board, and has updated and filed with the Company within 30 days should there be any change in the report. The report is also included in the agenda of the Board meeting for the Board’s acknowledgment once every 3 months.|
|4.2||In the previous year, the Company disclosed all general and financial information as well as information which may affect the price of the Company’s securities correctly, completely, transparently and on a timely manner, in accordance with the rules and regulations of the SEC and the SET. All information is communicated to investors, shareholders and relevant sectors through the channels of the SET and the Company’s website (www.lagunaresorts.com).|
|4.3||Individual investors, shareholders, stock analysts and state agencies may contact the Company through the Company Secretary at telephone number 66 (0) 2677 4455 or at “firstname.lastname@example.org”.|
|4.4||The Company’s financial statements contain accurate and complete information and are prepared in accordance with generally accepted accounting standards. In addition, they are audited/reviewed by auditors from a well-known auditing firm (currently Ernst & Young Office Limited) and are approved by the Company’s Audit and Risk Committee and Board before being disclosed through the SET. The information relating to the “Board of Directors’ Responsibility for the Company’s Financial Statements” is available in the Company’s Annual Report. In 2012, the Company’s quarterly and annual financial statements were certified unconditionally from the auditor.|
|4.5||The Company wishes to refer the following matters to the disclosure made in other places:
|4.6||In 2012, the Company made full disclosure of information within the time frame specified in the regulations of the SET and the SEC. In addition, neither the SET nor the SEC challenged that the Company had failed to comply with any disclosure requirement.|
5. Board Responsibility
|5.2||Sub-CommitteesThe Board approved the establishment of two sub-committees comprising all Independent Directors to assist the Board to screen details in order to achieve operational efficiency. Additionally, in order to perform their duties transparently and independently, the Chairman of the Board is neither a Chairman nor a member of both committees as follows:
|5.3||Role, Duty and Responsibility of the Board