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Corporate Governance Principles
Laguna Resorts & Hotels Public Company Limited (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 recognises the importance of shareholders’ rights. In 2007, the Company’s Annual General Meeting was held on 25 April 2007. 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 does not invite the minority shareholders to propose matters not included in the meeting agendas as additional agendas before the meeting date. This is because the Company already complies with the Public Companies Act (the Plc Act), which contains specific provisions on this matter. The Plc Act provides for procedures for shareholders to propose meeting agendas whereby shareholders are allowed to propose additional agendas after the shareholders’ meeting has considered all of the agendas set out in the invitation letter. Therefore, the Company’s Board of Directors is of the view that it is more suitable for the Company to continue to follow such procedures.
1.4 The Company also 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, and documents and evidence of entitlement to attend the meeting, etc. This is to enable shareholders to prepare themselves for the meeting. In addition, the notice of the shareholders’ meeting will be advertised in the press, 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 Corporate 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 2007 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 they would like the Company to clarify upon during the meeting could send their questions to the Company in advance at “ir@lagunaresorts.com” or fax them to 66 (2) 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 Remuneration Committee, and all of the Company’s directors will also endeavour as far as reasonably practicable to be present at the shareholders’ meeting to address, and 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 2007 Annual General Meeting, all 16 directors were present at the Meeting, comprising the Chairman of the Board, the Chairman of the Audit and Risk Committee, the Chairman of the Remuneration Committee, and other directors. Details of their names are stated in the minutes of the 2007 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 Office of the Securities and Exchange Commission (SEC), the Thai Investors Association and the Listed Companies Association, which assessed the quality of the 2007 Annual General Meeting, the Company was rated excellent.
2. Equal Treatment of Shareholders
The Company recognises its duty to ensure equal treatment of shareholders by complying with all relevant laws and regulations as following details:
2.1 For shareholders that 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 that 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 section 59 of the Securities and Exchange Act B.E. 2535 (1992). 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.
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. 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.
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.
Shareholders: 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 on a timely manner.
Employees: 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 so as to instill a sense of pride and dignity into the work that they perform. The Company offers competitive pay packages and welfare benefits to all its employees and has continual upgrading programs so that employees have the opportunity to advance in their careers. Additionally, the Company provides its employees a safe and conducive working environment. Furthermore, the Company also encourages its employees to attend training related to their line of responsibility to enhance their knowledge and skills.
Customers: 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.
Competitors: 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 not engage in any fraudulent act to violate or obtain competitors’ trade secrets.
Society and The Company aims to be a socially responsible company by contributing towards
Environment: environmental conservation programs and to the local community which is exemplified by participating and organizing events such as the UNICEF Youth Career Development Programme, National Children’s Day, Education Support, Mangrove Tree Planting, the Sea Turtle Conservation Program, etc.
Suppliers: 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 gives all suppliers an equal opportunity to propose their bid.
Creditors: The Company considers creditors as important business partners and therefore aims to fulfill all its obligations to its creditors.
In August 2007, the Company’s Board of Directors approved the Whistle Blowing Policy and distributed 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 has not been any claim or allegation under such policies up until the present.
4. Information Disclosure and Transparency
The Company’s emphasis on the disclosure of accurate and complete information in a transparent and timely manner is shown by the following.
4.1 In the previous year, the Company disclosed all general and financial information and 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).
4.2 Individual investors, shareholders, stock analysts and state agencies may contact the Company through the Corporate Affairs Department at telephone number 66 (0) 2677 4455, ext. 299 or at “ir@lagunaresorts.com”.
4.3 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 approved by the Company’s Audit and Risk Committee and Board before they are 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 the previous year, the Company’s quarterly and annual financial statements were certified unconditionally without significant notes from the auditor.
4.4 The Company wishes to refer the following matters to the disclosure made in other places:
• The name of directors and the scope of the powers, duties and responsibilities of the Board and other committees are detailed under the heading “Management Structure” in the Form 56-1 and in the Company’s Annual Report.
• The professional experience of the directors and members of other committees is detailed in Attachment 1 to Form 56-1 and under the heading “Board of Directors and Management of the Company” in the Company’s Annual Report.
• The number of Board meetings held and the number of Board meetings attended by each director in 2007 are detailed in clause 5 hereof: “Board Responsibility”.
• The performance of the Audit and Risk Committee in the past year is detailed in Attachment 4 to Form 56-1, and under the heading “Report of the Audit and Risk Committee” in the Company’s Annual Report.
• The performance of the Remuneration Committee in the past year is detailed in Attachment 5 to Form 56-1, or under the heading “Report of the Remuneration Committee” in the Company’s Annual Report.
• The remuneration for directors and management is detailed under the heading
”Directors’ and Management’s Remuneration” in Form 56-1 and in the Company’s Annual Report.
4.5 In 2007, 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
5.1 Board Structure
5.1.1 Members of the Board
At the beginning of year 2007, the Company’s Board of Directors comprised 16 members of whom 5 were independent directors, being about one-third of the Board. In August 2007, Mr. Steven M. Small, an independent director, voluntarily resigned as Chairman of the Audit and Risk Committee and agreed to remain on the Board as a non-executive director. For the sake of good corporate governance, in February 2008, 4 executive directors of the Company voluntarily resigned their directorships in the Company resulting in the number of independent directors of the Company representing one-third of the Board, thus providing for a strong and independent element on the Board capable of exercising objective judgment on corporate affairs of the Company. The Board comprises business leaders and professionals with financial, accounting, legal and business management backgrounds.
The Company’s policy to fix the term of office of directors is under Article 14 of the Company’s Articles of Association.
5.1.2 Definition of “Independent Director”
“Independent Directors” means the persons who have all the necessary qualifications and independence in accordance with the regulations of the office of the SEC. At present, the said regulation prescribes that the quaifications of Independent Director are as follows:
(a) an individual who holds shares amounting to not more than 5 percent of the total voting rights of the Company, parent company, subsidiares, affiliated companies or other juristic persons that may have a conflict of interest;
(b) an individual who is not an employee, member of staff, advisor (who regularly receives a salary) or controlling person of the Company, parent company, subsidiaries, affiliated companies or other juristic persons that may have a conflict of interest;
(c) an individual who is not a person who has a blood relationship or is related by registration in accordance with the law to be a father, mother, spouse, brother, sister, son or daughter, including spouse of son or daughter, of a member of the management, major shareholder, controlling person or person who will be proposed to be a member of the management or controlling person of the Company or subsidiaries; and
(d) an individual who has no business relationship with the Company, parent company subsidiaries, affiliated companies or other juristic persons that may have a conflict of interest in such a way that it may prevent him or her from exercising his/her discretion independently, and there are no other circumstances that may hinder him or her from rendering an independent opinion in connection with business operation of the Company.
5.1.3 Nomination of Directors
Each candidate for a Company directorship must have the qualifications prescribed by the SET, the SEC and the Public Limited Companies Act, and must be appointed pursuant to a resolution of the Board meeting. Additional details are described under the heading “Method of Appointment and Removal of Directors as included in the Company’s Articles of Association”.
The Company currently has no Nomination Committee. However, the Company is considering expanding the scope of duties and responsibilities of the Remuneration Committee to also cover the nomination committee responsibilities. It should be noted that, each time the Company’s Board of Directors considers the nomination and appointment of a director, the Board always reviews the qualification of the candidate(s) in order to ensure that the right person is nominated and appointed as a director of the Company.
5.1.4 Aggregation or Separation of Positions – Chairman of the Board and Chief Executive Officer
Currently, Mr. Ho KwonPing is the Chairman of the Board and the Chief Executive Officer of the Company. He is closely associated with the Group’s success. The Board is of the view that the current structure is appropriate and adequate given that Mr. Ho KwonPing has been able to effectively and competently execute the responsibilities of both the Chairman of the Board and Chief Executive Officer positions.
5.2 Committees
5.2.1 Audit and Risk Committee
In 2005 the Audit Committee, which was formed in November 1999 and has performed its duties since 2000, expanded its role to include Risk Management and in doing so the Committee was renamed the Audit and Risk Committee. The members of the Audit and Risk Committee comprise 3 independent directors, 2 of which have knowledge of accounting and finance. The members and the scope of duties and responsibilities of the Audit and Risk Committee have been disclosed under the heading “Management Structure” in Form 56-1 and in the Company’s Annual Report.
5.2.2 Remuneration Committee
The Remuneration Committee was formed in August 2003 and started to perform its duties in 2004. The Remuneration Committee comprises of 3 members. The majority of the members of the Remuneration Committee are independent directors, thus forming a strong and independent element which will enable decisions on remuneration to be made independently in accordance with its objectives. Members and the scope of duties and responsibilities of the Remuneration Committee have been disclosed under the heading “Management Structure” in Form 56-1 and in the Company’s Annual Report.
5.3 Role, Duty and Responsibility of the Board
5.3.1 Corporate Governance Policy
The Company is committed to maintaining high standards of good corporate governance within the Company. The Company has adopted and continuously developed a set of good corporate governance practices and policies which are modeled on the 2006 principles of good corporate governance for listed companies advocated by the SET. The Company has also adopted and continues to apply the Code of Business Conduct approved by the Board of Directors and distributed through the organisation as detailed in item 5.3.2. The Standard Operating Procedures have also been documented and applied by the Company. In addition, new internal rules and regulations with an aim to continuously improve the good corporate governance of the Company are approved and announced from time to time with the latest policy on whistle blowing being approved in August 2007. These are monitored on an ongoing basis to ensure compliance by all employees. The details in relation to good corporate governance have been disclosed under the heading “Corporate Governance” in Form 56-1 and in the Company’s Annual Report. The same has been improved from time to time to reflect the 2006 good corporate governance policy for listed companies of the SET.
5.3.2 Code of Business Conduct
The Company holds strongly to the belief that good business ethics is one of the key elements for sustainable growth. To protect the interest of all stakeholders and in the interest of promoting and advocating good business ethics throughout the organization, the Company has adopted the following Code of Business Conduct in the course of its operations, approved by the Board of Directors and distributed through the organization. The Code has been drafted based on the principles of integrity, transparency and good corporate governance practices and good social ethics.
The Board of Directors and Senior Management are expected to:
1. Carry out their duties and responsibilities prudently, with due care and at all times take into consideration the interests of the Company’s various groups of stakeholders.
2. Attend every meeting except for special circumstances, which make attendance not possible with the view to effectively contribute to issues being considered. Sufficient time should be allocated to important matters for indepth discussions and independent views and opinions should be sought from each director / senior management.
3. Ensure that the legal rights of stakeholders, including employees, suppliers, communities, competitors and creditors are not violated by any of the Company’s actions or decisions.
4. Support cooperation between the Company and the various groups of stakeholders in order to secure the business wealth and stability.
5. Resolve conflict of interests carefully, honestly, fairly and independently in the best interest of the Company.
6. Fix remuneration, which is commensurate with market rates in the same business and with the performances of the Company and the individual.
7. Disclose information correctly, completely, transparently and on a timely basis together with adequate supporting data, if any.
8. Implement and maintain an effective internal monitoring and control system over finance, operations and regulatory compliance of the Company. The system should incorporate risk management to capture early warning signs to problems and extraordinary items, which may arise.
9. Value the importance of human resources by providing competitive compensation packages to attract, retain and motivate quality staff and treat each employee fairly and without prejudice.
10. Define the proportion of executive directors and independent non-executive directors to balance their power. There should be a clear separation of power and authorities so that no one would be granted unlimited power.
11. Ensure all corporate business is conducted in accordance with high standards of corporate governance with legally and ethically accepted corporate practices.
12. Strictly safe keep the Company’s confidential information and activities and not to use any internal and/or confidential information of the Company for personal gain.
13. Report their transaction of the Company’s shares in accordance with the rules of the relevant authorities and Company.
Employees of the Company are expected to:
1. Strictly follow all rules and regulations of the Company and instructions from their superior. Be polite, obedient, and respectful and maintain esprit de corps among colleagues and assist each other in the course of work.
2. Perform their duties diligently and punctually and not to abandon or disregard any duty or work that has been assigned to them.
3. Treat all Company’s clients courteously, respectfully and promptly.
4. Strictly safe keep the Company’s confidential information and activities and not to use any internal and/or confidential information of the Company for personal gain.
Social Contributions & Responsibility
1. The Company shall not undertake any activity, which may adversely affect the national security, economy and well being of the people. The Company shall consider supporting charitable organisation at its discretion.
2. The Company shall give support to the employees, the management, and Board of Directors to pursue environmental and nature conservation activities and shall not undertake any activities, which may cause harm to the environment and community.
3. The Board of Directors, management and all employees shall uphold themselves as honorable citizens and avoid any illicit activities, which may damage the reputation of the Company.
During 2007, the Company’s Board of Directors was not aware of any claim or allegation that the Company’s Code of Business Conduct was disobeyed.
5.3.3 Leadership and Vision
The Board’s primary functions are to set corporate policy and overall strategy for the Company and to provide effective oversight of the management of the Company’s business and affairs. Apart from its statutory duties, the responsibilities of the Board includes:
1. formulating and approving broad policies, strategies and financial objectives of the Group;
2. reviewing the financial performance and taking responsibilities for the financial statements of the Group;
3. monitoring and approving the Group’s key operational initiatives, annual budget, major investment and funding decisions;
4. ensuring that the adequacy of internal controls and risk management of the Group is regularly reviewed and evaluated;
5. approving the nominations of Board of Directors and appointments to the various Board committees;
6. assuming responsibility for good corporate governance; and
7. approving the charter of an Audit and Risk Committee and Remuneration Committee so as to clearly state the scope of duties and responsibilities of those committees.
These functions are either carried out directly by the Board or through committees established by the Board, principally the Audit and Risk Committee and Remuneration Committee. The delegation of authority by the Board to the Committees enables the Board to achieve operational efficiency by empowering these Committees to decide on matters within certain limits of authority and yet maintain control over major policies and decisions.
All major investments and transactions with related parties require the approval as follows:
• Investments more than US$ 10 million to be approved by the Board.
• Investments between US$ 5 million to US$ 10 million to be jointly approved by the Chief Executive Officer and any 1 director.
• Investments less than US$ 5 million to be approved by the Chief Executive Officer.
The approval to enter into the significant related parties transaction by the Company’s Board of Directors and/or shareholders’ meeting as well as all information disclosure must comply with rules and regulations of the Stock Exchange of Thailand pertaining to the acquisition and disposition of assets B.E. 2547 and/or the connected transaction B.E. 2546.
5.3.4 Conflict of Interest
Transactions between the Company and its related parties which may give rise to a conflict of interest are scrutinised by the Audit and Risk Committee and if necessary, the approval to enter into such transactions are sought from the Board of Directors and/or shareholders.
Such transactions are made on terms and pricing that has been negotiated on an arm’s length basis. In the event that the price is unavailable, the Company will then rely on the report of an independent appraiser appointed by the Company to value important related party transactions to arrive at a pricing which is fair to both the Company and the related party.
The Company has and will always comply with all rules and regulations laid down by the SET. In addition, all connected party transactions are disclosed clearly and accurately. Details are further described under the heading “Related Party Transactions” in Form 56-1 and under the heading “Persons with Mutual Interest and Connected Transactions” in the Company’s Annual Report.
5.3.5 Internal Audit and Control
The Company realises the significance of effective system of control, such as standard operating procedures, particularly in management and operations. Hence, the duties and responsibilities of the employees and the management are clearly defined. The Company has put in place policies to safe guard the Company’s assets and duties between the operators and the appraiser are clearly separated for effective checks and balances. Furthermore, the Company has also implemented the internal audit of the financial system.
Internal Audit
Internal Audit plays an important role in monitoring an effective system of internal controls. To enable the effectiveness of the internal audit function, the internal auditors of the Company report the outcome of their audit to the Audit and Risk Committee. The Internal Audit checks and monitors the operations of the Company for compliance with the Company’s internal policies as well as all relevant laws and regulations. The Audit and Risk Committee reviews the activities of the internal auditors on a quarterly basis to ensure that the internal audit function is independent of the activities which it audits; is adequately resourced; and has appropriate standing within the Group to perform its role effectively.
Enterprise Risk Management
In 2005 the Company appointed an external consultant to assist management in implementing a Risk Management framework for the business of the Company. The Risk Management framework covers all aspects of the Company’s operations to enable significant business risks within the Group’s current business environment to be identified, assessed, monitored, managed and evaluated. As part of the ongoing risk management process, the Company’s Group Risk Committee conducts a risk assessment, evaluation and treatment; considers the adoption of adequate and cost-effective system of internal controls to mitigate significant business risks; and provides for significant risks to be managed through regular reviews by the Company’s Group Risk Committee and the Audit and Risk Committee. The Audit and Risk Committee has reviewed the Group’s risk management processes and procedures and is satisfied that there are adequate internal controls in place to manage the significant risks identified.
5.3.6 Meetings of the Board and Committees
1. The Board
The Company conducts regular scheduled Board meetings at least 4 times a year on a quarterly basis which are planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant. In 2007, the Company conducted 5 Board meetings and the attendance of all directors is shown below.
Name Number of Board Meetings Attended
Mr. Ho KwonPing 5
Mr. Surapon Supratya 5
Mr. Michael R. Ayling 5
Mr. Ho Kwoncjan 5
Mr. Vudhiphol Suriyabhivadh 5
Mr. Udom Vichayabhai 5
Dr. Jingjai Hanchanlash 5
Mr. Satit Rungkasiri 4
Mr. Steven M. Small 5
Mr. Ariel P Vera 4
Ms. Sirivan Skulkerevathana 5
Mr. Kuan Chiet 5
Mr. Niyom Tassaneetipagorn 5
Mr. Bernold O. Schroeder 3
Mr. Stuart D. Reading 5
Ms. Nanchalee Kecharananta 5
The Corporate Secretary is responsible for sending a convening notice to the meeting at least 7 days prior to the meeting together with collating and distributing Board papers for each of the agenda items to the directors so as to provide directors with sufficient time to prepare for the meeting. Each meeting typically lasts between 1 to 2 hours and the Chairman of the Board will provide adequate time for management to present information and to allow the directors to fully discuss the important issues.
Additionally, the Board is of the view that the contribution of each director should not be focused only on his or her attendance at Board and/or Committee meetings. A director’s contribution may also extend beyond the confines of the formal environment of Board meetings, through the sharing of views, advice, experience and strategic networking relationships which would further the interests of the Company.
2. Audit and Risk Committee
The Company conducts regular scheduled Audit and Risk Committee’s meetings at least 4 times a year, prior to the Board meeting, on a quarterly basis which are planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant. In 2007, the Company conducted 5 Audit and Risk Committee’s meetings and all members of the Audit and Risk Committee promptly attended those meetings as follows:
Name Number of Audit and Risk Committee’s Meetings Attended
Mr. Vudhiphol Suriyabhivadh* 1
Mr. Steven M. Small* 4
Mr. Udom Vichayabhai 5
Dr. Jingjai Hanchanlash 5
* Mr. Vudhiphol Suriyabhivadh was appointed to be the Company’s Audit and Risk Committee Chairman with effect from 10 August 2007. Mr. Vudhiphol Suriyabhivadh was appointed to replace Mr. Steven M. Small who had resigned from the position of Audit and Risk Committee Chairman with effect from the same day. Mr. Steven M. Small is in the position of the Company’s director in lieu of the Company’s independent director.
The secretary to the Audit and Risk Committee is responsible for sending a convening notice to the meeting at least 7 days prior to the meeting together with collating and distributing Audit and Risk Committee papers for each of the agenda items to the Audit and Risk Committee so as to provide members with sufficient time to prepare for the meeting. Each meeting typically lasts between 1 to 2 hours and the Chairman of the Audit and Risk Committee will provide adequate time for management and internal audit of the Company to present information and to allow the Audit and Risk Committee to fully discuss the important issues. The auditor from Ernst & Young Office Limited is invited to attend the meeting.
3. Remuneration Committee
The Company conducts regular scheduled Remuneration Committee’s meetings, prior to the Board meeting, at least once a year. The meetings are planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant. A meeting in 2007 was postponed to early January 2008. All members of the Remuneration Committee promptly attended that meeting as follows:
Name Number of Remuneration Committee’s Meeting Attended
Mr. Ho KwonPing 1
Mr. Udom Vichayabhai 1
Dr. Jingjai Hanchanlash 1
The secretary to the Remuneration Committee is responsible for sending a convening notice to the meeting at least 7 days prior to the meeting together with collating and distributing Remuneration Committee papers for each of the agenda items to the Remuneration Committee so as to provide members with sufficient time to prepare for the meeting. Each meeting typically lasts 1 hour and the Chairman of the Remuneration Committee will provide adequate time for management of the Company to present information and to allow the Remuneration Committee to fully discuss the important issues.
5.3.7 Board of Directors’ Report
1. Financial Report
The Board of Directors is accountable to its shareholders for the Company’s financial statements as well as the financial information as shown in the Annual Report. The Company’s financial statements are prudently prepared in accordance with generally accepted accounting principles and are independently reviewed by the international auditors every quarter with a full audit performed at each year-end. All pertinent information relating to the financial statements are clearly and completely disclosed in the accompanying notes.
Through the implementation of various policies, system of internal control and the work of the internal and external auditors, the Board of Directors is reasonably satisfied with the integrity and reliability of the Company’s financial report and safeguard of assets. Additionally, the Audit and Risk Committee has been tasked to review the Company’s financial report and internal control practices directly with the auditors for an impartial and non-biased feedback. Details are further described under the heading “Internal Control” in Form 56-1 and under the heading “Opinion of the Board of Directors on the Company’s Internal Control” in the Company’s Annual Report. The Board also disclosed the “Board of Directors’ Responsibility for the Company’s Financial Statements” in the Company’s Annual Report.
2. Minutes of Meeting
The minutes of the meetings of the Board and other committees were accurately and completely recorded in all material aspects addressed at each meeting, including the questions, opinions and clarifications. The Company has a safe and secure filing system in place to keep the minutes of meetings and other supporting documents.
5.3.8 Development of Directors and Management
The Company’s directors, management and employees are constantly encouraged to develop their skills by attending various seminars and training courses organised by various organisations, e.g. the Thai Institute of Directors, the SET and the SEC, etc. Furthermore, relevant information is regularly provided to the directors so that they are kept abreast of latest developments thus enabling them to make informed decisions. Details of the training previously undertaken by each director are set out in Attachment 1 to Form 56-1 and under the heading “Board of Directors and Management of the Company” in the Company’s Annual Report.