Corporate Governance Policy
The Board of Directors strongly believes in ethical business practices, sound corporate governance, and corporate social responsibility, which are firmly embedded in the organization’s corporate culture. This is achieved by integrating the organization’s vision, duties, strategies and goals in the same direction, to inspire confidence to shareholders, investors, and stakeholders, so the Company will continue to prosper alongside its contributions to the development and support of education, society, and the environment.
In 2005, the Board of Directors initiated and decided to compile a book on Corporate Governance Policies to show the direction of how the businesses should be managed and the roles of the Board of Directors. By resolution, the Corporate Governance Policy was announced and was completed on 18 February, 2005. The Good Corporate Governance policies are divided into 8 sections as follows:
- Section 1 Board of Directors and Committees
- Section 2 Shareholders’ rights and equitable treatment of all shareholders
- Section 3 The Role of Stakeholders
- Section 4 Information disclosure and transparency
- Section 5 Policy on Connected Transactions
- Section 6 Treatment of insider information
- Section 7 Internal controls and risk management
- Section 8 Business Ethics
The Board of Directors has a policy of enforcing employees to abide by and use good corporate governance principles at work, and instill this as a part of corporate culture. Therefore, the company created a portable version of the Company’s corporate governance handbook with concise and easy-to-understand content, together with postings on the Company’s intranet website and company website (http://www.gmmgrammy.com). This will allow directors, members of the management team, and every employee to refer to as underlying principles so they will work responsibly, transparently, honestly, and ethically towards themselves, the organization, shareholders, society, the environment, and other stakeholders.
The Board has supported the revision, additions, and amendments to the corporate governance policies so that they are up-dated and applicable to the organization’s changing environment, as well as being relevant for any additional guidelines by the relelated regulatory bodies, and to raise itself to international standards. This also allows the Company to monitor the progress of the organization’s adherence to and ensure the implementation of good corporate governance policies.
During the 1/2551 Board of Directors’ meeting held on 28 February 2007, the Board approved amendments to the principles and policies of good corporate governance, so that it better matches the guidelines advised by the relelated regulatory bodies. The main principles are summarized as follows:
- Section 1 Board of Directors and Committees
- 1. In the event that the (Co) Chief Executive Office and members of senior management assumes the post of a director of another company, the Company will abide by guidelines issued by the Public Limited Companies Act B.E. 2535
- Section 2 Shareholders’ rights and equitable treatment of all shareholders
- 1. The Company uses a ballots to vote on agendas that require special resolutions from shareholders, such as increasing capital, making amendments to the Articles of Association or the Company’s objectives. This is done for transparency and verifying purposes if a dispute later arises.
- 2. Set new conditions for authorizing proxies in Annual General Meetings, according to the announcement by the Department of Business Development about Proxy Form 5 B.E. 2550 (effective as of 1 January 2007).
- 3. Improve the system and channels of communication for shareholders and stakeholders to allow them to easily notify the Audit Committee composed of Independent Directors, by regular postal service, the Company’s website, or via e-mail at auditcommittee@gmmgrammy.com. These independent directors will take complaints on illegal or unethical acts, breaches of the Business Ethics and Code of Conduct and queries about financial statements or the internal control system, which will be pursued and presented to the Board of Directors. The Communication to Audit Committee can be executed from January 2008 onwards. The Secretary of the Audit Committee is responsible for summarizing and presenting issues to the Audit Committee for further action.
- 4. Improve the system and guideline so that minority shareholders can still play a part in the Annual General Meetings, by presenting the agenda ahead of time, and submitting the names and qualifications of Director nominees through the company website (http://www.gmmgrammy.com) “Corporate Governance” webpage “Contact the Audit Committee” topic which had begun since the Annual General Meeting in 2008.
- Section 5 Policies on Connected Transactions
- 1. The Company Secretary summarizes the related transaction report of members of the management and connected
persons to the Company, including any changes, at the Board of Directors meeting every six months. - Section 6 Treatment of insider information
- 1. The Management reports shares held by the member of the Board of Directors and Management team every 6 months at the Board of Directors meetings.
The Board has indicated that the Corporate Governance policies should be regularly revised every 2 years, or as appropriate to remain upto date and relevant to changes in the overall business environment as well as regulations from the Stock Exchange of Thailand and other regulatory bodies.
The Board has therefore stated that they will closely observe advances made in corporate governance in the Company and see that the policies are adhered to and carried out conscientiously, and developed continuously.
In 2010, the Board of Directors evaluated the Company’s good corporate governance policies and felt that it was still relevant to the environment, the Company’s business operations, and regulatory guidelines. Nevertheless, the Board would counsel frequent revisions.
As a result of the Company’s continued application of good corporate governance policies in managing and operating the Company, and developing new ways, this has led the Company to receive assessments from various institutions as follows:
Corporate Governance Assessments
The Corporate Governance Report of Thai Listed Companies, assessed by the Thai Institute of Directors (IOD), together with the support of the SET and SEC, listed GMM Grammy in the category of “Very Good” from 2008 - 2010. The average scores in 2010 are:
| SET 100 Index | SET 50 Index | ALL LISTED COMPANIES | GMM GRAMMY |
|---|---|---|---|
| 86% | 89% | 80% | 85% |
Assessment of Quality of Annual General Meetings
The Thai Investors Association assessments of the Company according to its AGM Checklist from 2008 – 2010 are:
| 2010 | 2009 | 2008 | |
|---|---|---|---|
| Assessment result | Excellent | Excellent, recognized as Good Example |
Excellent |
| Score | 98.75 | 100 | 105.5 |
| Total Score | 100 | 100 | 110 100 plus 10 bonus point |
Nevertheless, the Company is determined to continue develop and support its corporate governance systems and processes, confident that it is a way of adding value to the corporation, ensuring stable long-term growth.
The Company has appointed a working team to monitor good corporate governance and another team to oversee business ethics since 2004 to encourage the Company and its subsidiaries’ adherence to the policies. This was done to instill confidence in its shareholders, investors, trade partners and all related parties. In 2009, the Company created a Good Corporate Governance and Ethics Committee to replace the Good Corporate Governance working team for greater efficacy in ensuring that good corporate governance and business ethics policies are practiced. A list of names, scope of authority and responsibilities of this Committee as assigned by the Board of Directors is detailed in the “Management Structure”
