Investor Relations

Corporate Governance

To follow the Code of Best Practices, the Company has adopted the corporate governance principle for companies registered in 2012 by the Stock Exchange of Thailand as the Company’s guideline for advantages of our business operation, transparency enhancement and management effectiveness, which will lead to more confidence among shareholders, investors and all stakeholders. At present, the Company as a whole has followed the principle.

Policy on Corporate Governance

The Board of Directors Meeting No. 1/2017 on February 23, 2017, approved the corporate governance policy, in line with the Stock Exchange of Thailand’s corporate governance policy for companies registered in 2012 as follows.

The company gives precedence to basic rights of shareholders such as rights to trade and transfer their own shares, rights of receiving profit dividend of the company, right of receiving information of the company sufficiently, rights of shareholder’s meeting, giving opinions, appointing or removing committee, appointing auditor and matters affecting the company like dividend allocation, specification or amendment of regulation and memorandum of association etc. without any actions that violate or deprive rights of the shareholders as well as promotes shareholder to use their rights.

Apart from basic rights, the company has a policy for operations that promote and facilitate using rights of shareholders as follows

  1. Providing annual general meeting by it is arranged within 4 months from the end date of each accounting year by providing information, date, time, place and agendas along with delivery of the supporting documents of each agenda to shareholders in advance for at least 7 days and publish in newspaper to appoint date and time of meeting for 3 consecutive days before the meeting starts 3 days prior. It is specified that each agenda requires comments of the committee and complete minutes so that the shareholders can audit it.
  2. The company will publish information supporting agenda to shareholders in advance on website of the company including inform rights and regulations in meeting as well as procedures of voting of shareholders in meeting to give a chance for shareholders to study information before the meeting.
  3. In case the shareholders cannot attend the meeting, the company gives a chance for them to give a proxy to independent committee or any person to attend the meeting as the substitute to support using rights of shareholders to vote by using power of attorney delivered by the committee together with the invitation to meeting i.e. proxy (form B) which is the specific proxy form and proxy (form C) which is the proxy form for the foreign investor appointing the custodian in Thailand.
  4. Before the meeting, shareholders can send opinions, suggestions and inquiries in advance through E–mail: comsec@masterkool.com
  5. For meeting, the company will allocate proper time to promote shareholders to give opinions or suggestions including inquiries in each agenda relevant to the company.

The Company has a policy to treat all shareholders equally. Shareholders can monitor and express their opinion about the Company’s operation. Independent directors are assigned to be responsible for the minority shareholders. They can suggest, comment or complain to the independent directors who will take appropriate action in each issue. For example, in case of a complaint, the independent directors will conduct an investigation and find an appropriate remedy.

The Board of Directors has established measures to prevent wrongful use of inside information of the individuals involved, including directors, executives and employees of the Group involving the information (including spouses and immature children of such persons). They are not allowed to use the inside information, which is undisclosed, for buying, selling, transferring or being transferred the securities of the Company for a period of 30 days during the period before presenting financial statements to Securities and Exchange Commission (SEC) or before such information is disclosed to the public. Penalty on disclosure of information or use of information for their own benefit has been defined according to the exploit prevention policy. In addition, The Board and Management of the Company have been provided knowledge and understanding of their duty to report their securities (the Company’s securities) holding to Securities and Exchange Commission (SEC) According to Section 59 of the Securities Exchange Act, B.E. 2535(1992) (including the amendments).

The Company takes into account the rights of all stakeholders associated with the Company, both internal stakeholders including shareholders, employees, executives of the Company and external stakeholders including, competitors, suppliers, customers, communities and society. The Company is well aware that supporting and listening to feedbacks and building relationships with all stakeholder groups will be helpful in growth and expansion of the Company’s business operation and development. Therefore, the Company will ensure that all groups have the right to be treated equally and fairly, including will follow the relevant laws and regulations as follows.

  1. Shareholders: The Company commits to be a good representative of shareholders in doing business to satisfy shareholders by taking into account the growth in value of the Company in the long term, implementing a good internal control and audit system, providing disclosure of information with transparent, accurate, complete and adequate information for investment decisions.
  2. Employees: The Company supports human resource development for the greatest benefit as the Company recognizes that employees are one of the main resources that are important to the organization growth. Therefore, the Company treats all employees equally and fairly, without discrimination, and provides appropriate return and welfare.
  3. Suppliers: The Company treats suppliers under good faith trading compliance with contract terms and commitments with suppliers to achieve a good business relationship, which is beneficial to all parties.
  4. Competitors: The Company treats competitors ethically under fair competition, avoiding bad faith competition to destroy competitors.
  5. Customers: The Company commits to provide excellent services and satisfaction to customers, provide quality goods and services, trade with customers with honesty and fairness.
  6. Communities and Society: The Company focuses on maintaining the environment of the communities surrounding the Company’s premises. Campaigns for energy saving are held. The Company also implements business that is not contrary to the traditions or causes damage to society. In addition, the Company has a policy of hiring local workers in the plant vicinity of the Company at Panasnikhom district, Chonburi province.

The Company recognizes the importance of information disclosure, which is accurate, complete, up-to-date and transparent, as well as providing financial reports and general information in accordance with rules on data and information disclosure defined by the SEC and the SET, including other important information affecting the Company’s stock price, which affects the decision-making process of investors and stakeholders of the Company. The Company will publish information of the Company to shareholders, investors and public people through channels and media of the Stock Exchange of Thailand, including the Company’s website, newspaper, so that shareholders can access to information equally.

The Company has assigned the Managing Director, Deputy Managing Director or Corporate Secretary to be responsible for disclosure of sensitive information and communication with investors, shareholders, analysts and those involved. Please contact us via telephone number 0 2953 8800, fax 0 2958 8586 or E-mail: comsec@masterkool.com

  • Structure of Board of Directors

The Company’s Board of Directors consists of Persons with knowledge, skills and experiences that can be beneficial to the company. They have a key role in approval of policies and business plans, as well as focus on internal control and audit for benefits of the Company and entire shareholder.

At present, Board of Directors comprise of 9 members, including 4 executive directors, 2 non-executive directors, and 3 independent non-executive directors, which account for one third of all Directors, acting as a counterbalance to consider various matters and review management for the benefit of the Company. In addition, the Company also appointed sub-board including the Audit Committee, the Executive Board and the Nomination and Remuneration Committee. The scope of duties and responsibilities in the operation of such sub-board are explicitly defined.

  • Roles, Duties and Responsibilities of the Board

The Board will be responsible for considering and granting approval on important matters concerning the Company’s operations, such as vision, mission, strategy, risk, corporate plans and budgets, as well as management supervision as targeted under the terms of the law and business ethics for the benefit of the company and all related parties.

     – Corporate Governance Policy

The company has established Corporate Governance Policy in writing, which has been approved by the Board of Directors Meeting No. 7/2013 held on November 29, 2013, as a guideline for directors, management and employees to adhere to such policy. The Company provides a review of such policy regularly.

     – Code of Conduct

The Company has a policy to conduct business in a transparent, accurate and fair way, which is determined by a written code of business conduct and distributed to directors, management and employees for their strictly adhering and complying with such policy.

     – Conflict of Interest

The Company has a policy on conflicts of interest on the principle that any decision on business activities will be done only for the best interests of the Company; any action gives rise to the conflict of interest should be avoided. Those involved or connected with the transaction are required to notify the Company about their relationships or involvement in such transaction and not to participate in the decision, as well as they have no authority to approve such transaction.

The Audit Committee will present to the Board of Directors regarding relevant transactions and the conflict of interest which are considered carefully. The Company also will strictly comply with the guidelines of the SEC and the SET on relevant transactions in terms of pricing and conditions for people who may have conflict of interest equally for transaction with outsiders. In addition, the Company will send periodic reports to the SEC and SET. It will also be disclosed in the financial statements, annual report and annual report form (Form 56-1).

     – Internal Control

The Company focuses on providing a good internal control so the regulations are provided in manuals and written procedures, including duties and responsibilities and authorization of operators and management in different issues.

The Board of Directors authorized the Audit Committee to be responsible for reviewing the suitability and effectiveness of internal control held by the Company. The Board of Directors also prepared and reviewed the control system including implementation, financial reports, and compliance with regulations, policies and governance practices. The Company hired outsource for internal audit to assess and monitor the internal control of the Company and report directly to the Audit Committee.

 

  • Board Meeting

The Company will hold a meeting at least once every quarter. There may be additional meetings as necessary. The agenda will be clearly defined in advance. And the agenda for performance reviewing and monitoring will be held on a regular basis. The Board Meeting will have a corporate secretary who prepared the meeting agenda and send the meeting documents to the Board of Directors at least 7 days before the meeting so that the directors have sufficient time to study and consider. The corporate secretary will also take meeting minute report and send such report to the directors individually as appropriate, as well as keep the approved meeting minute report in a systematic way and have it available for investigation of the Board of Directors and those involved.

  • Remuneration

The Company clearly defined the remuneration of directors, which has been approved by the Annual General Meeting of Shareholders. It will be disclosed in the annual report form. To preserve the capable employees to work with the Company for long term, the remuneration of directors and executives is defined appropriately based on knowledge, ability, experience and responsibility by comparing to companies in the same industry.

  • Development of Directors and Executives

The Company supports the Board of Directors and management of the Company to develop their knowledge and skills in corporate governance to improve performance continuously. The Board of Directors and management of the Company will be encouraged to attend training courses held by Thai Institute of Directors. And in the event of a change of directors or executives, the Company will provide the documents and information beneficial to the operation of the new directors or executives. They are also encouraged to participate beneficial seminar.

  1. Charter of Board of Directors.
  2. Charter of Audit Committee.
  3. Charter of Nomination and Remuneration Committee.
  4. Charter of Executive Board.
  1. Use of Internal Information Care
  2. Transaction of Assets Acquisition or Disposal
  3. Relevance Transaction
  4. Prevention of Fraud
  5. Reporting purchase or sale of the Company, directors, executives and related parties
  6. Manual of Corporate Governance and Code of Conduct
  7. Anti-Corruption Policy
  8. Policy of Transaction with Subsidiaries (R.1)
  9. Policy of the Company’s Investment in Subsidiaries or Associated Companies
  10. Policy of Reporting Incidents or Suspected Fraud to the Company
  11. Environmental Policy
  12. Kool Regulations