The Company prioritizes and follows the principles of Good Corporate Governance based on international standards, in compliance with the policy of the Stock Exchange of Thailand, and the principles of ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard). The Company has established "The Principles of Good Corporate Governance" in order to ensure the ethical conduct of its business. The Company strongly believes that its good corporate governance procedures are beneficial to the Company's performance, being one of the keys to achieving its objectives.
The Company’s Corporate Governance Policy is divided into seven categories, as follows:
The Board of Directors shall be accountable for all shareholders of the Company by ensuring that the business of the Company is managed properly and in the best interests of the shareholders, other stakeholders, the overall society and the environment. The Board of Directors has a key role in overseeing the overall management system of the Company to ensure that the Management commited themselves to achieving continuous performance excellence with due consideration to risk exposure of the Company.
- 1.1. Development of Corporate Governance Policy and Code of Conduct and Business Ethics
The Board of Directors had developed Corporate Governance Policy and Code fo Conduct and Business Ehtics for the Directors, the executives and employees of the Company, both of which are made available on the Company’s website (www.pruksa.com) under Corporate Governance Section, including ensuring that all directors, executives and employees strictly comply with the said Code of Conduct and Business Ethics by setting up a monitoring system for observing such compliance. Furthermore, the Board of Directors had organized trainings/seminar sessions for employees at all levels and arranged for practical assessment following such training/ seminar to ensure that they have correct knowledge and understanding and can properly handle the problems in the case of real-life situation. The employees were also allowed to raise questions and share opinions in order to achieve better understanding.
- 1.2. Corporate Vision, Mission, Culture and Value
The Board of Directors took part in determining corporate vision and mission of the Company so that the executives and employees share the same objectives. In addition, the Board of Directors had reviewed and approved corporate vision and mission in the past fiscal year to ensure that the executives and employees share the same objectives. (For more details, see section “Pruksa Corporate Vision, Mission, Culture and Value”)
- 1.3. Board Diversity Policy
The Company highly emphasizes on maintaining board diversity such as in terms of professional skills, specialization and gnender. In 2016, the Company had prepared a set of questionnaires on the Board of Directors’ qualifications and development and delivered them to each member of the Board of Directors in order to survey additional fields of knowledge, ability or experience as qualifications for new members of the Board in order to accommodate any future organizational restructuring. At present, the Company plans to nominate additional female directors to ensure higher level of board diversity.
The Company’s Board of Directors (as of January 1, 2017) consisted of 12 members of which 11 members are male directors and 1 member is a female director. Only 2 members having the age ranging between 30 – 50 years whereas the other 10 members are over 50 years. The Board of Directors is made up of:
- Independent Directors and non-Executive Directors totaling 7 persons. Of this number, one Independent Director, which is Mr. Adul Chandanachulaka, has work experience in relation to the Company’s business.
- Independent Directors totaling 6 persons including Dr. Pisit Leeahtam, Mr. Weerachai Ngamdeevialisak, Mr. Adul Chandanachulaka, Dr. Piyasvasti Amranand, Dr. Anusorn Sangnimnuanand Dr. Prasarn Trairatvorakul, making up 1/3 of the entire Board of Directors.
- Non-Executive Director totaling 1 person which is Mr. Wichian Mektrakarn and Executive Directors (who take part in the management function) totaling 5 persons including Mr. Thongma Vijitpongpun, Mr. Lersuk Chuladesa, Mr. Piya Prayong, Mr. Prasert Taedullayasatit and Mrs. Ratana Promsawad.
In addition, Chairman of the Board (Dr. Pisit Leeahtam) is not the same person as the Chairman of the Executive and Strategy Committee (Mr. Thongma Vijitpongpun) whose scope of duties and responsibilities are clearly separated. (For mor details, see sections “The Board and Management Profile”, “Roles and Duties of the Chairman” and “Scope of Powers, Duties and Responsibilitied of Executive and Strategy Committee)
- 1.4.Director Qualifications
Directors of the Board must completely fulfill all the qualifications stated in the Public Limited Companies Act and related laws and must not possess any characteristics that are unsuitable for managing a business which the general public is the shareholder pursuant to Section 89/3 of The Securities and Exchange Act (No. 4) B.E. 2551 (2008).
Directors must also have sufficient knowledge and competency and a high standard level of integrity and business ethics. In addition, they must be able to devote more of their time as well as their knowledge and expertise in performing their duties for the Company.
Independent Directors must additionally meeting independence criteria adopted by the Company and the same qualifications as the Audit Committee in accordance with the Notification of Capital Market Supervisory Board shall be applied.
Independent Directors are expected to be able to safeguard the interests of all shareholders in fiar and equal manner and without any conflict of interest, including giving opinions independently.
- 1.5. Director Term of Service
Number of term of being a Director
As per Corporate Governance Policy, the office term of each Director shall be three years. A period of one year is hereby defined as the period between the Anuual General Meeting of Shareholders of the year of appointment and the Annual General Meeting of Shareholders of the following year. In the case of retirement by rotation, a Director may be re-elect by the shareholders.
The office term of Sub-Committee members shall be in accordance with the office term of the Board of Directors and may be re-elect by the Board of Directors upon retirement by rotation.
Number of consecutive term of a Director
The Company understands that every Director appointed by the Shareholders’ Meeting is a highly qualified person with keen knowledge and abilities and demonstrates a strong sense of integrity and ethics and has continuously maintained good practices throughout their term of service. If the Shareholders’ Meeting continue to place trusts in these Directors and decided to re-elect them as members of the Board, the Company shall comply with the shareholders’ decision. Thus, the number of consecutive term of a Director is not clearly fixed.
However, according to the Charter, the Board of Directors shall vacate office upon reaching the age of 72 years in which case the retirement of the Board of Directors would be effective at the end of the fiscal year.
- 1.6 Board of Directors’ Meeting
The scheduling of dates for the Board of Directors’ and Annual General Shareholders’ Meetings in advance
The Board of Directors sets the dates for the Board of Directors’ and Annual General Sharheolders’ Meetings in advance every year and notifies all Directors regarding such schedule so that they can allocate their time to attend the meeting. At each Board of Directors’ and Annual General Shareholders’ Meeting, every Director shall participate in the consideration of agenda selection.
The main agenda of the Board of Directors’ Meeting shall include the Chairman’s Report, pending issues from previous meeting, issues for acknowledgement and issues for consideration/approval.
The main agenda of the Annual General Shareholders’ Meeting shall include annual performance report consideration, balance sheet and profit and loss statement consideration and approval, allocation of net profit and dividend payment consideration and approval, consideration and appointment of the Board of Directors to replace vacancy due to retirement by rotation, determination of Directors’ remuneration, appointment of Auditor and determination of Auditor fees, including considerationand approval of other issues.
The Board of Directors meeting attendance/advance delivery of meeting documents
The Company scheduled the Board of Directors’ Meeting by more than 6 times per year and delivered meeting documents to each member of the Board by no less than 7 days in advance of the meeting date. In 2016, a total of 11 Board of Directors’ Meeting were held. All members of the Board attended the meeting by more than 80% of the total number of meetings and no less than 75% of the number of meetings held throughout the entire year. In the event that the Company is unable to hold meetings on a monthly basis, performance report for the month without meetings will be delivered to the Board of Directors to ensure that the management’s operations are continuously and promptly governed and controlled. (For more details, see section “Attendance of the Board of Directors’ Meeting in 2016 and 2015”)
Minimum number of Directors that must be present at the time of vote casting
The Company has set up a policy which requires at least 2/3 of the total number of Directors to be present during the vote casting of the Board of Directors.
- 1.7. Discloure of the number of meetings held by the Audit Committee in a year
(For more details, see section “Attendance of the Board of Directors’ Meeting in 2016 and 2015”)
- 1.8 Strategic Planning of the Company and Implementation
At the Board of Directors’ Meeting each year, the Board jointly considers the Annual Strategic Plan for the next 5 years in advance. In 2016, the Board had jointly considered the Annual Strategic Plan for 2017 – 2021 and followed up on the implementation of such plan by the Management. The Management is required to report strategic plans to the Management Group, the Executive and Strategy Committee and the Board of Directors respectively on a monthly basis. In each meeting, each group will set an agenda on “Acknowledgement of Monthly Performance and Review of Quarterly Strategic Plan” so that the Management Group, the Executive and Strategy Committee and the Board of Directors can provide suggestions on matters that needed further improvements/corrections as deemed appropriate.
- 1.9 Sub-Committees
The Company had established Sub-Committees pursuant to the regulations of SET such as the Audit Committee and the following Sub-Committees to carry out the duties assigned by the Board of Directors including Corporate Risk Management Committee, Nomination and Remuneration Committee, Corporate Governance Committee and the Executive and Strategy Committee.
- 1.9.1 The Audit Committee
- 1.9.2 Corporate Risk Management Committee
- 1.9.3 Nomination and Remuneration Committee
- 1.9.4 Corporate Governance Committee
- 1.9.5 The Executive Committee
The Audit Committee is responsible for reviewing the Company’s financial statements and financial reports to ensure its accuracy and adequacy, including approving any changes in significant accounting principles or procedures, ensuring that the Company has appropriate and effective internal control and an internal audit system, reviewing the independency of the Internal Audit Unit and giving consent to the appointment, transfer and termination of Chief of Internal Audit Unit or any other functions responsible for internal auditing and reviewing Internal Audit Reports submitted to the Management as well as the Management’s opinions on the internal audit findings. In addition, the Audit Committee shall have unrestricted access to the Management and employees and relevant information and shall be responsible for considering the disclosure of information in the event of connected transactions or transactions with potential conflict of interest to ensure compliance with the laws and requirements of the Stock Exchange of Thailand in order to ensure that the transactions are reasonable and most beneficial to the Company, including prepaing the Audit Committee’s Report which shall be disclosed in the Company’s Annual Report, conducting reviews to ensure that the Company complies with the laws relevant to securities and the stock exchange and other laws relating to the Company’s business, selecting and nominating independent persons to act as external auditors of the Company and propose their remuneration, reviewing the Charter of the Audit Committee at least once a year and performing any other tasks as assigned by the Board of Directors of the Company. Furthermore, the Audit Committee shall review and give opinions in an independent and objective manner on any internal auditing tasks performed by Internal Audit Department which directly report to the Audit Committee, including consulting with the external auditor on a regular basis.
Corporate Risk Management Committee is responsible for acknowledging and making recommendations on the policies, strategies and measures relating to corporate risk management, including review risk management plan of the Management as well as the organization’s overall risk management process, being informed of significant risks and considering whether the Management had responded to them properly and monitoring compliance with the defined corporate risk management framework.
The Nomination and Remuneration Committee is responsible for determine selection policy and criteria for the Board of Directors, sub-committee, Chief Executive Officer, President and Managing Director to be proposed to the Board of Directors and/or the shareholders for approval, including determining remuneration policy and criteria as well as necessary and appropriate compensation both in monetary and non-monetary forms. In addition, the Nomination and Remuneration Committee is also responsible for setting up criteria and methods for performance appraisal and reviewing the selection and remuneration policies and criteria including payment system to ensure they are appropriate with the given responsibilities and always in line with the Company’s performance as well as market conditions.
Corporate Governance Committee has the duty to consider, review and propose the following policies to be approved by the Board of Directors: Corporate Governance Policy, Code of Business Ethics, Corporate Social and Environmental Responsibility Policy, Sustainable Development Policy, including any policies and practices that can help to support the Company’s business operations in compliance with corporate governance principle, including supervising and ensuring that the aforementioned policies and practices are continually executed by the Management to ensure continous development of the Company, monitoring and reviewing various systems within the organization to ensure they are in compliance with the defined code of conduct and best practices, monitoring and directing in the event that the Management or employees did not comply with the defined policies and practices, including monitoring and reporting organizational performance in accordance with Corporate Governance Policy and relevant policies to the Board of Directors and external organizations as deemed appropriate.
The Executive Committee is responsible for determining policies, targets, strategies, operational plans, annual budgets and administrative powers to be proposed to the Board of Directors for approval, overseeing the Company’s business operations to ensure they are effective and corresponding to the conditions of the business, providing consultant and management advice to high-ranking executives, approving capital expenditure or financial transaction with financial institutions including any trading/registered land transactions in the normal course of business, determining organizational structure and efficient management system, supervising and giving approval on matters concerning the operations of the Company and scrutinizing all pieces of work presented to the Board of Directors, with the exception of those under the responsibility and/or authority of other sub-committees.
- 1.10 Inviting High Ranking Executives to the Meeting
According to the Company’s policy, high ranking executives are only invited to attend the Board of Directors’ Meeting under the concerned agenda so as to provide additional details and allow the Board of Directors the opportunity to meet with high ranking executives for consideration of succession planning.
- 1.11 Charters of the Board of Directors and Sub-Committees
To ensure clear and consistent practice for the operations performed by the Board of Directors and Sub-Committees, the Company therefore developed different charters for the Board of Directors and Sub-Committees namely Charter of the Audit Committee, Charter of Risk Management Committee, Charter of the Nomination and Remuneration Committee, Charter of Corporate Governance Committee and Charter of Executive and Strategy Committee, each of which contains subject matters that have been categorized into different sections and are regularly reviewed for further improvements. These sections include objectives, compositions and qualifications, term of office, duties and responsibilities, meeting and quorum, meeting minutes, etc. Details are available on the Company’s website at www.pruksa.com.
- 1.12 Orientation for New Directors / Knowledge Development and Trainings for Directors
The Company had arranged for an orientation session for newly appointed Directors to ensure that they are adequately informed of the rules, regulations, the business of the Company and other relevant information in relation to the business operations of the Company before performing the assigned duties. The Company also continuously provided in-house and off-house trainings and knowledge development for the Directors such as a training courses provided by Thai Institute of Directors, the Stock Exchange of Thailand, the Securities and Exchange Commission as well as other courses provided by public and private organizations, including site visiting the construction projects and precast factory of the Company. Furthermore, the Company also surveyed the requirements of each Director to see which additional fields of training and knowledge development, whether within or outside of the country, are needed to ensure that the Board of Directors can perform their duties and oversee the business operations of the Company in the most efficient manner.
Trainings and Seminar Activities in 2016
In 2016, two members of the Board of Directors joined training courses and seminar for knowledge enhancement as follows:
- (1) Mr. Wichian Mektrakarn Member of Executive and Strategy Committee/Member of Nomination and Remuneration Committee was trained in Board that Make a Difference-BMD No. 3/2016 by Thai Institute of Directors
- (2) Mr. Prasert Taedullayasatit Chief Operation Officer Premium Business Group/ Member of Executive and Strategy Committee/Member of Corporate Risk Management was trained Advance Security Management Program No. 8 by The Association of National Defence College of Thailand under the Royal Patronage of His Majesty the King
- 1.13 Trainings in Relation to the Duties of the Board of Directors
The Company continuously supported each Director to participate in the following training programs: Director Certification Program (DCP) totaling 10 persons, Director Accreditation Program (DAP) totaling 6 persons, Audit Committee Program (ACP) totaling 1 person, Role of the Compensation Committee totaling 1 person, Successful Formulation & Execution of Strategy totaling 1 person, Finance for Non-Finance Directors totaling 3 persons, Chartered Director Class totaling 1 person, DCP Refresher Course totaling 1 person and The Role of Chairman (RCP) totaling 2 persons, from a total of 13 Directors. These training programs were all organized by the Thai Institute of Directors (IOD).
- 1.14 Internal Control Policy / Risk Management Policy
The Company gives high priority to Internal Control Policy and Risk Management Policy. The Audit Committee is responsible for checking and reviewing the assessment results on the adequacy of the internal control system to ensure it is adequate and appropriate to the business undertaking. This can be achieved by implementing the internal control operational framework in accordance to the international standard of COSO (The Committee of Sponsoring Organizations of the Tread way Commission) for improvements together with enterprise risk management framework (Enterprise Risk Management : ERM) as tools for the Management to develop and improve the existing internal control system and enterprise risk management to ensure its completeness. (For more details, see section “Internal Control and Risk Management”)
- 1.15 The Provision and Disclosure of Internal Control System and Risk Management Systems
The Board of Directors had provided and disclosed the Company’s internal control and risk management systems by establishing a comprehensive procedure for dealing with key risks throughout the organization. This includes considering and reviewing system efficiency or conducting system efficiency assessment at least once a year and at any period which changes in the level of risk occurred. In addition, special attention had also been given to warning signs and any abnormalities. The Board of Directors or the Audit Committee had given opinions on the adequacy of the Company’s internal control and risk management systems which had been disclosed in the Annual Report. (For more details, see section “Internal Control and Risk Management”)
- 1.16 The Opinions of the Board of Directors on the Adequacy and Appropriateness of the Company’s Internal Control and Risk Management Systems
The Board of Directors is of the opinion that the Company’s internal control and risk management systems are adequate and appropriate. (For more details, see section “Audit Committee Report”)
- 1.17 Procedure for Dealing With Key Risks
The Company’s Corporate Risk Management Committee is responsible for providing suggestions to the Management regarding the determination of framework and guidelines for handling and overseeing risks in a systematic manner. The Board of Directors and the Management give high priority to risk management by requiring risk assessment and preventive measures to be established in order to minimize impact on the Company’s business operations. In addition, representatives from various operation units were invited to attend the meeting of Corporate Risk Management Committee to report on operational progress following the implementation of the determined risk management plan in order to inform Corporate Risk Management Committee of any issues or difficulties concerning risk management operation as well as providing additional observations or suggestions.
Also, the Company set up Business Continuity Management Project (BCM) with the aim to develop and oversee business continuity management system to ensure continuity of the Company’s business operations and minimize impacts that may arise from disruption in business operation by providing a highly experienced and specialized consultant team to carry out the project. (For more details, see section “Internal Control and Risk Management”)
- 1.18 Compliance Unit
On July 1, 2014, the Company established Compliance Unit, or internally known as “Corporate Governance Management” or “CG Management”, to be responsible for overseeing corporate governance and compliance by fulfilling the following duties and responsibilities:
- (1) To set up the principle of good corporate governance that is in line with the Company’s corporate vision and mission by establishing a management system that is efficient, transparent and verifable in order to build confidence and trusts among the shareholders, investors, stakeholders and all relevant parties.
- (2) To set up a structure and process of relationship among the Directors, the Management and shareholders in order to build competitive competency for the Company with the aim to drive business growth and add value to the shareholders in the long term by taking into account other groups of stakeholder.
- 1.19 The Establishment of Internal Control Department
The Internal Control Department was established by the Board of Directors with Mr. Premsak Vallikul, Senior Vice President of Internal Audit, as Chief of Internal Audit Department (For more details, see section “The Board and Management Profile”). To ensure the independence of the Internal Audit Department in performing duties, the Board of Directors therefore required the Internal Audit Department to report directly to the Audit Committee. The Audit Committee had reported to the Board of Directors on important tasks that had been carried out and operational performance or opinions on various matters such as disclosing the number of Audit Committee’s Meeting per year, conducting assessment and review of the internal control system, conntected transactions, considering the nomination of auditors, reviewing financial reports, overseeing corporate compliance with the rules, regulations, policy and conclusion/opinion of the Audit Committee on the overall operation. (For more details, see section “Attendance of the Board of Directors’ Meeting in 2016 and 2015” and section “Audit Committee Report”).
- 1.20 Conflict of Interest Policy
The Board of Directors place high importance on proper management of conflict of interest of relevant parties both in corporate and employee levels by handling them in careful, fair and transparent manner. In addition, policy and best practice for handling conflict of interest has also been set up whereas full disclosure of such information is required in all cases.
In a case where a member of the Board of Directors or an executive has an interest in a matter under consideration, he or she shall leave the meeting or refuse to cast a vote in that particular agenda.
The Company’s Conflict of Interest Policy:
- Employees must avoid all potential conflicts between personal interest and the interest of the Company when dealing with business partners or any other parties.
- In the event that an employee is committee member or an advisor to a company, organization or any other business associations, there shall be no conflict of interest and no conflict against the direct duties of that employee.
- No employees shall be a partner or a shareholder with the power in decision making or an executive of another organization which is a competitor or conducts a business of the same nature as the Company. However, in case it is unavoidable, the employee shall immediately inform his/her manager.
- During service term and after termination of employment contract, no employees shall disclose any information of the Company that is deemed confidential for the benefits of any parties whether it be electronic information, financial information, operational information, business information, future work plan of the Company, etc.
- In the event that an employee or any family member of an employee becomes a stakeholder or a shareholder of any businesses that may create business benefits or lead to potential conflict of interest with the Company, that employee must notify his or her manager in writing.
- No employees shall take loans from the business partners to which the Company is engaged in business with, with the exception of financial institutions as this may have influence on the employee’s performance in lieu of the Company’s representative.
- All employees shall avoid getting involved in activities that may lead to conflict of interest with the Company or lead to financial obligations in any aspects with persons having business relationship with the Company or employees of the Company.
- Employees are prohibited to pay money or give any assets owned by the Company to any other parties without prior approval from authorized persons.
- Every employee must fully devote themselves and their time to the activities of the Company. In case a second job outside of working hours is necessary for the purpose of increasing earnings or other purposes, such job:
- 9.1 Must not be in violation of the Law or in conflict with the peace and order and morale of the general public
- 9.2 Must not have any conflict of interest with the Company
- 9.3 Must not be in competition with or having the same nature of business as the Company
- 9.4 Must not damage the reputation or the business of the Company
- 9.5 Must not involve any disclosure of the Company’s confidential information
- 9.6 Must not impact the duties and responsibilities of that employee
- 1.21 The Board of Directors’ Independence from the Management
The Board of Directors can freely give opinions on the performance of the Management to ensure the utmost benefits of the Company and the shareholders. In this regard, clear segregation of duties and responsibilities between the Board of Directors and the Management had been established. In addition, the Board of Directors must have at least one member of the Board of Directors (Independent Director) who is not an executive director and has experiences in the core business or industry in which the Company operates. (For more details, see section “Scope of Power, Duties and Responsibilities of the Board of Directors and Chief Executive Officer”).
- 1.22 Approval Powers of the Board of Directors
Apart from the powers stipulated by laws and regulations, the Board of Directors also has the power to give approval on any matters as defined in the Charter the Board of Directors as follows:
- consider the approval of business policies, targets, operational plans, business strategies and annual budgets of the Company.
- To consider and approve the appointment of a person who possesses the required qualifications and does not have any characteristics prohibited under the Public Company Act B.E.2535 (1992) and the laws governing the securities and stock exchange, including the notifications and/or regulations concerning replacement of director position in case of vacancy due to causes other than retirement by rotation.
- To consider the appointment of Independent Directors by taking into consideration the required qualifications and prohibited characteristics as per the laws governing the securities and stock exchange, Notification of the Capital Market Supervisory Board, including relevant notifications and and/or regulations of The Stock Exchange of Thailand (SET) or propose to the Shareholders’ Meeting to make consideration for such appointment.
- To consider the appointment of the Audit Committee members who meet the qualifications specified by the laws governing the securities and stock exchange, Notification of the Capital Market Supervisory Board, including relevant notifications and and/or regulations of The Stock Exchange of Thailand (SET).
- To consider the appointment of executive director from among the directors or the Management of the Company or external parties, including determining their scope of power, roles and responsibilities.
- To consider the appointment of sub-committees to assist in operations within the scope of responsibilities of the Board of Directors.
- To appoint and change the names of Directors who have the authority to sign to bind the Company.
- To nominate other persons to manage the operations of the Company under the supervision of the Board of Directors or authorize other persons to have the authority and/or for the time period as deemed appropriate by the Board of Directors. The Board of Directors may cancel, withdraw, alter, or change such authority.
- To consider the approval of transactions relating to acquisition or disposition of assets, except where such transactions require approval from a Shareholders’ Meeting. Such approval must be in compliance with the Notification of the Capital Market Supervisory Board and/or relevant notifications, rules and/or regulations of the Stock Exchange of Thailand (SET).
- To consider the approval of connected transactions, except where such transactions require approval from a Shareholders’ Meeting. Such approval must be in compliance with the Notification of the Capital Market Supervisory Board and/or relevant notifications, rules and/or regulations of the Stock Exchange of Thailand (SET).
- To consider the approval of interim dividend payment among the shareholders when it has been considered that the Company has sufficient profits to do so and to report such payment to the following Shareholders’ Meeting.
- 1.23 Performance Appraisal of the Board of Directors (Group Appraisal and Individual Appraisal) and Sub-Committees
The Company requires that the performance of members of the Board of Directors and Sub-Committees must be evaluated at least once a year through group and individual performance appraisal for the benefits of the overall performance of the Board of Directors and at the same time reflecting important subject matters which the Board of Directors believes to be useful to the Company than the current situation. The objective of performance appraisal is to increase the efficiency of the Board of Directors and Sub-Committees, including putting the evaluation results into good use by improving work performance of the Board of Directors and Sub-Committees.
Board of Directors and Sub-Committees Performance Appraisal Process (Group Appraisal and Individual Appraisal)
At the end of the year, the Company Secretary and secretary of each Sub-Committee, which include the Audit Committee, Corporate Risk Management Committee, Nomination and Remuneration Committee, Corporate Governance Committee and the Executive Committee, shall send Board of Directors and Sub-Committee Performance Appraisal Form to each member of the Board and Sub-Committees to evaluate their performance annually. After completing the the form, each director shall send it back to the Company Secretary and secretary of each Sub-Committee to be collected and summarized before reporting the annual performance appraisal results to the Board of Directors and/or each Sub-Committee.
Criteria for the Board of Directors and Sub-Committees Performance Appraisal (Group Appraisal and Individual Appraisal)
- Scores ranging between 85-100 - Very Good - Excellent
- Scores ranging between 75-85 - Good
- Scores ranging between 65-75 - Quite Good
- Scores ranging between 50-65 -Fair
- Score below 50 - Poor
Topics of Consideration for the Board of Directors and Sub-Committees Performance Appraisal
The Board of Directors and Sub-Committee Performance Appraisal Form consists of the following main topics including:
- Structure and qualifications of the Board of Directors
- Roles/duties and responsibilities of the Board of Directors
- Meeting attendance of the Board of Directors
- Communication and cooperation among each Sub-Committee and the Board of Directors
- Performing duties in compliance with good corporate governance
- Opinion conclusion
Average Performance Evaluation Results of the Board of Directors and Sub-Committees
- In 2016, the Board of Directors scored 92.35% which is in Very Good – Excellent level.
- In 2016, the Executive and Strategy Committee scored 84.92 % which is in Good level.
- In 2016, the Audit Committee scored 98.16% which is in Very Good – Excellent level.
- In 2016, Corporate Risk Management Committee scored 89.14% which is in Very Good – Excellent level.
- In 2016, the Nomination and Remuneration Committee scored 91.21 % which is in Very Good – Excellent level.
- In 2016, Corporate Governance Committee scored 95.46 % which is in Very Good – Excellent level.
- 1.24 Performance Appraisal of Top Management (Chief Executive Officer)
The Nomination and Remuneration Committee is responsible for evaluating the performance of Chief Executive Officer at the end of each year based on the Company’s operating results and duty performance in accordance with the policy assigned by the Board of Directors. The evaluation results shall be treated as confidential and non-disclosure information and shall be used to further consider the remuneration of Chief Executive Officer.
- 1.25 Chief Executive Officer Remuneration Policy
The Company has set up transparent and fair process in determining the remuneration for Chief Executive Officer both in short and long-term by considering performance appraisal score, the Company’s operating results, and duty performance in accordance with the policy assigned by the Board of Directors. (For more details, see section “Chief Executive Officer Performance Appraisal” and section “Directors and Executives Remuneration”)
- 1.26 Remuneration Structure for Non-Executive Board
The remuneration structure for Non-Executive Board had been disclosed by the Board of Directors. The remuneration structure must be approved by the Board of Directors and presented to the shareholders at the Annual General Meeting of Shareholders for consideration of approval. (For more details, see section “Directors and Executives Remuneration”)
- 1.27 Remuneration Structure for Executive Board/Top Management
The remuneration structure for Executive Board must be approved by the Board of Directors and presented to the shareholders at the Annual General Meeting of Shareholders for consideration of approval. The remuneration for Top Management, either financial and non-financial remuneration, shall be appropriately considered and determined by the Nomination and Remuneration Committee in order to motivate and retain competent personnel to work with the Company in long term. (For more details, see section “Directors and Executives Remuneration)
- 1.28 Roles and Duties of the Chairman
The Boad of Directors had disclosed the roles and duties of the Chairman. (For more details, see section “Roles and Duties of the Chairman”)
- 1.29 The Nomination, Appointment and Termination of External Auditor/Internal Auditor
The Audit Committee has the power and duty to consider, select, nominate, appoint and terminate the External Auditor to act as the Auditor of the Company, including nominating, transferring and terminating the Internal Auditor of the Company.
- 1.30 Non-Executive Board with Work Experience in the Company’s Business
The Company’s Board of Directors have one member who is a Non-Executive Director and has experience in relation to the Company’s business which is Mr. Adul Chandanachulaka who was a member of the Board of Jalaprathan Cement Plc. from 2000 – 2002. (For more details, see section “The Board and Management Profile”)
- 1.31 Violation of the Regulations of the Securities Exchange Commission and the Stock Exchage of Thailand
The Board of Directors had set a policy to operate business in compliance with the laws, the Company’s Articles of Association as well as the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. Hence, there was no record of any violations against the said law and regulations and other relevant laws.
- 1.32 Succession Planning for Top Management Position
In the event that the Top Management of the Company can no longer perform his function, the Company has developed a succession plan for the said position by having the second-in-command executive or an executive in similar level to be in charged until the selection process can be made to select a person fully qualified under the law and have the knowledge or capability, attitude and experience suitable to the Company. The selection process shall be done under consideration of the Nomination and Remuneration Committee in order to propose the qualified person to the Board of Directors and/or the shareholders for approval of the substitute position.
- 1.33 Criteria and Process for the Appointment of New Directors and High Ranking Executives
In case of vacany in the Director or High Ranking Executive position, the Company has transparent criteria and process for selecting a new Director or High Ranking Executive. The Nomination and Remuneration Committee will follow the procedures for selection of new Director or High Ranking Executive by considering their qualifications, knowledge and abilities, work experience and necessary skills that the current Board of Directors and High Ranking Executives are still lacking regardless of gender. The selected candidate must be a person who can fully devote their time to perform the assigned duties and must not possess any characteristics prohibited by laws and the principle of good corporate governance. For the nomination of a member of the Board of Directors, part of the consideration will be drawn from the Director Pool which will lead to a diversified structure of the Board. Board Skill Matrix had also been developed to set up qualifications of the nominated Director by considering the necessary skills which the current Board of Directors is still lacking and business strategies of the Company. For instance, the Company has a strategy to operate a new business in addition to the existing ones. In response, the Company must therefore select a person possessing the qualifications and experiences matching the nature of its new business to become the new Director and propose to the Board of Directors and/or the Shareholders’ Meeting, depending on the case, for approval, all of which are part of the appointment process of a new Director.
- 1.34 Remuneration for Directors and the Management
The Company had determined appropriate and motivating remuneration for the Directors in order to retain competent Directors. The remuneration is offered both in monetary and non-monetary forms. The Nomination and Remuneration Committee is responsible for reviewing and proposing appropriate remuneration for Directors to the shareholders for approval annually. Executive Directors shall only be remunerated for their service as an executive and based on the Company’s operating results and their individual performance.
- 1.35 Non-Executive Board Meeting
The Board of Directors requires Non-Executive Board members to hold meetings as deemed appropriate without the presence of an Executive Director or the Manangement to allow an open discussion and review on issues in relation to the business of the Company or any other matters of interest. In 2016, only one Non-Executive Board Meeting was held on December 16, 2016.
- 1.36 Position Held in Other Listed Companies of Chief Executive Officer
The Company stipulated that Chief Executive Officer can hold position in only one listed company which is Pruksa Real Estate Public Company Limited.
- 1.37 Disclosure of the Company’s List of Independent Directors
The Company had disclosed the entire name list of members of the Board of Directors at the end of the year and clearly disclosed the names of those members who are Independent Directors. (For more details, see section “Organizational Structure” and section “The Board of Directors”)
- 1.38 Being an Employee or Partner of External Audit Firm
During the past two years, no Directors and High Ranking Executives of the Company were an employee or a partner of the external audit firm to which the Company hires.
- 1.39 Position Held in Other Listed Companies of Independent Directors
No Independent Directors of the Company were holding Director position in more than 5 listed companies. (For more details, see “The Board and Management Profile”)
- 1.40 Position Held in Other Listed Companies of the Company’s Executives
No executives of the Company were holding Director position in more than 2 listed companies outside of the industrial group. (For more details, see “The Board and Management Profile”)
- 1.41 The Appointment of a Company Secretary
The Board of Directors had appointed a person as Company Secretary to be responsible for providing advice to the Directors in relation to laws and regulations, overseeing the activities of the Board of Directors and ensuring the implementation of the resolutions of the Board of Directors. The Company Secretary’s information, roles, duties and responsibilities had been disclosed by the Company. (For more details, see section “Company Secretary” and section “Company Secretary Profile”)
- 1.42 Participation in Thai Private Sector Collective Action Coalition Against Corruption
The Company is committed to conduct its business with integrity and transparency and free from all forms of corruption. As a result, the Company had declared its intention to participate in Thai Private Sector Collective Action Coaltion Against Corruption on September 1, 2014.
In 2016, the Company had initiated anti-corruption campaigns and activities for employees and executives to combat against corruption by showing that corruption has severe impact on real estate quality and customer service. The Company also provided communication channels for complaints / whistleblowing / inquiries in case any employees discovered or suspected any act of corruption, fraudulent, vested interest or claims for reward. Any employees whom the Company had considered to have played a vital role in helping the organization shall be rewarded up to Bt 30,000 per case including with a Certificate of Honor from the CEO. The Company had also set up Whistleblower Policy to maintain the confidentiality of all information in relation to the whistleblower including measures to ensure protection of the whistleblower.
After its declaration to join the Private Sector Collective Action Coalition Against Corruption (CAC) on September 1, 2014, the Company had carried out related activities as follow:
- In 2015, the Company underwent Sustainable Development Assessment on Anti-Corruption Policy carried out by Thaipat Institute with the support from the Office of the Securities and Exchange Commission. The assessment result revealed “3-Established” level, reflecting the Company has established a policy to perform risk assessment in order to assess whether or not the business operation of the Company or subsidiary is at risk of getting involved in any forms of corruptions, including communicating with and providing trainings to employees to ensure they are aware of and understand the defined anti-corruption policy and related practices. The Company also oversee that the said policy had been followed and required the Board of Directors to review the appropriateness of such policy at least once a year.
- On December 15, 2015, Self-Assessment Form which comprises of 71 items was submitted to the Board of Directors for signing of approval.
- From January 15-31, 2016, the Audit Committee approved the application form for joining the Thai Private Sector Collective Action Coalition Against Corruption before it was submitted.
- On April 22, 2016, the Company become a certified member of the Thai Private Sector Collective Action Coalition Against Corruption.
- 1.43 Offense Against Fraud/Penalty, Incompliance with Corporate Governance and Notoriety
In 2016, the Board of Directors, the executives and employees did not commit any offenses against fraud or penality or any other actions that are in violation of the rules and regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. In addition, no executives resigned due to issues concerning corporate governance and no notoriety issues resulting from the Board of Directors’ failure in overseeing and handling such issues had been found.
2.1 Basic rights of Shareholders
By recognizing the importance of the rights of shareholders, the Company therefore refrains from any act that may violate or curtail the rights of shareholders or neglect equitable treatment among shareholders by taking into consideration the basic rights of shareholders which include the rights to equally receive dividend payment from net profit, the rights to repurchase the Company’s shares, the rights of communication, the rights to propose meeting agenda, the rights to nominate members of the Board, the rights to submit questions in relation to meeting agenda in advance, the rights to attend the shareholders’ meeting and vote, the rights to grant proxy to any person to attend the meeting and vote on their behalf, the rights to express opinions and raise questions at the shareholders’ meeting, the rights to vote during the election of directors individually so that the shareholders can truly vote for the desired director, the rights to consider remuneration for Directors and the rights to vote for the appointment of external auditors and determination of auditor’s fees. The Company also ensures freedom of communication among the shareholders and immediately discloses all shareholders agreement that may have significant impact on the Company or other shareholders.
2.2 Rights to Consider the Compensation for Directors
The Company’s shareholders have the rights to consider all forms of compensation for directors, whether in cash or non-cash, such as annual compensation, meeting allowance, bonus/gratuity and special benefits such as group insurance, all of which must be proposed to the shareholders for approval on annual basis.
The Company had set clear policy and criteria for consideration process of compensation before it is proposed to the shareholders for approval. This involves thoroughly reviewing the appropriateness of such compensation in various aspects by comparing with the same industry and considering the meeting plans of the Board of Directors and Sub-Committee which include the Executive and Strategy Committee, the Audit Committee, Corporate Risk Management Committee, Nomination and Remuneration Committee and Corporate Governance Committee, including business and profit growths of the Company, all of which must first be approved by the Nomination and Remuneration Committee and the Board of Directors before presenting to the shareholders’ meeting for approval.
2.3 Sharholders’ Meeting
- 2.3.1 Policy on the Determination of Date, Time and Venue of the Meeting to Facilitate and Enhance Participation from All Shareholder Group and Institutional Investors
The Company shall hold an Annual General Shareholders’ Meeting within the period of four months of the annual account closing date and shall fix the date, tme and venue of the meeting that are convenient for every group of shareholders to attend including those that are institutional investors. The Company also has a policy to avoid holding such meeting on holidays and commercial bank holidays. The time of the meeting shall start from 8.30 am till 16.00 pm and will allow for every shareholder to submit the registration form or power of attorney to the Company for pre-registration. The venue of the meeting will be in Bangkok Metropolis or in the area where the Company’s Head Office is located to facilitate the shareholders in attending the meeting. Information on the date, time, place and agenda of the meeting will be provided with descriptions and reasons for each agenda or the consensus specified in the invitation to the Annual General Shareholders Meeting and Extraorindary Shareholders Meeting or in the enclosed meeting documents without limiting the opportunity of the shareholders to learn about the Company’s information. The Company may also summon an Extraordinary Shareholders Meeting if deemed necessary or appropriate by the Board of Directors.
In 2016, the Company held Annual General Shareholders Meeting on April 28, 2016 from 14.00 pm – 16.45 pm at Banyan Ballroom, 10th Floor, Banyantree Hotel address at 21/100 South Sathorn Road, Sathorn, Bangkok. The Company facilitates the shareholders meeting by selecting the venue locating in Central Bangkok District which can be easily accessed public transportation such as BTS and MRT. The Company also enclosed the hotel map together with the invitation letter which provides clear details on how to travel to the hotel, including coordinating with institutional investors regarding advance submission of the power of attorney to the Company for accuracy review prior to the day of the meeting in order to facilitate the meeting.
- 2.3.2 Stamp Duty Service
In order to facilitate proxy attending the shareholders meeting, the Company therefore provides stamp duty service free of charge at registration desk in order to reduce the burden of shareholders in bringing stamp duty.
2.4 Shareholding Structure of the Company
The shareholding structure of the Company is an evidence that the Company had established a mechanism for preventing the Management or any controlling persons from taking over the business and misusing their authoritative power as a shield to protect themselves in case there is a lack of efficiency or transparency in the management function. This includes not having a shareholding in the Company’s affiliates, not having pyramid shareholding structure within the Group and having the proportions of free float share greater than specified by law and higher than 25%. In 2016, the Company’s free float shares is made up of 30.58%.
2.5 Allowing the Shareholders to Propose Meeting Agenda, Nominate Members of the Board of Directors and Submit Questions Prior to the Meeting Date
The Company offers the shareholders the opportunity to add items on the meeting agenda, nominate members of the Board and submit questions pertaining to the Company prior to the meeting date by providing proper communication channel, clearly specifying relevant regulations to ensure fairness and transparency of the consideration process, notifying every shareholder and publicizing the said regulations on the Company’s website.
For the 2016 Annual General Shareholders Meeting, the Company invited the shareholders to propose meetin agenda and members of the Board, including submitting questions prior to the meeting date starting from September 15, 2015 until December 15, 2015 and announced such notice to the Stock Exchange of Thailand and on the Company’s website www.pruksa.com on part of “Investor Relations”.
2.6 The Process of Annual General Sharholders Meeting
- 2.6.1 Attendance and Registration
At each meeting, the shareholders must bring a document of identification such as ID card or passport in order to attend the meeting. In the case of attendance by a proxy of an ordinary person, related documents of the grantor must be presented such as the filled-out proxy form and a copy of ID card or passport copy. In the case of a proxy of a juristic person, related documents of the grantor must be presented such as the filled-out proxy form and a certified copy of the juristic person registration. The Company will arrange for the shareholders to register for the meeting in advance of the appointed time.
- 2.6.2 Annual General Shareholders Meeting Attendance of the Chairman of the Board, Chairman of Sub-Committees and Top Managemen
Due to its high importance, the Board of Directors therefore normally attends the Annual General Shareholders Meeting which is usually chaired by the Chairman of the Board. In addition, the Chairman of each Sub-Committee, Top Management (Chief Executive Officer), the first four leading executives, external auditor or representatives also attend the meeting to listen to comments and answer queries raised by the shareholders.
The name of the Directors No. of attended and Rights to attend Annual General Shareholders' Meeting 2016 1. Dr. Pisit Leeahtam 1/1 2. Mr. Thongma Vijitpongpun 1/1 3. Mr. Weerachai Ngamdeevilaisak 1/1 4. Mr. Adul Chandanachulaka 1/1 5. Dr. Piyasvasti Amranand 1/1 6. Dr. Prasarn Trairatvorakul* 1/1 7. Mr. Somprasong Boonyachai** 1/1 8. Mr. Wichian Mektrakarn 1/1 9. Dr. Anusorn Sangnimnuan 1/1 10. Mr. Lersuk Chuladesa 1/1 11. Mr. Prasert Taedullayasatit 1/1 12. Mrs. Ratana Promsawad 1/1 13. Mr. Piya Prayong 1/1
*Dr. Prasarn Trairatvorakul was appointed as the Company’s director on January 22, 2016.
** Mr. Somprasong Boonyachai was appointed as the Company’s director on January 22, 2016 and has already resigned from the position effective from January 1, 2017.
- 2.6.3 Determination of Meeting Agenda
In the case where there are several items on the agenda of the Annual General Shareholders’ Meeting, the Company will set meeting agenda separately and clearly, including providing a resolution for each item. Items on such meeting agenda are such as election of members of the Board of Directors and the determination of the scope of power and remuneration for Directors.
The Company avoid adding any additional agenda apart from the ones that had already been specified in advance of the meeting as this may be unfair to other shareholders who are not present at the meeting. In 2016, no additional agenda apart from the ones already speficied in the meeting notice had been added to obtain approval from the shareholders’ meeting.
- 2.6.4 Vote Checker
The Company had arranged for an independent person to be responsible for counting and verifying the number of votes at the Annual General Shareholders’ Meeing and Extraordinary Shareholders’ Meeting, including disclosing the results to the meeting and recording it in the meeting minutes.
- 2.6.5 The Notification of Vote Counting Procedure and Giving the Shareholders the Opportunity to Ask Questions/Express Opinions
At each Shareholders’ Meeting, the Company shall explain to the shareholders the voting and vote count procedures before commencing the meeting by agenda accordingly. The vote count procedure shall be separately explained between the shareholders attending the meeting in person and those assigning a proxy to attend on their behalf. Ballot sheets will be provided to shareholders for vote casting, disagreeing or abstaining from voting. In regards to voting during the election of the Board of Directors, the Company allows the shareholders to cast a vote individually using the provided ballot sheet so that the shareholders can truly vote for the intended director. During each meeting, the shareholders will be given equal opportunity to give opinions and ask questions within appropriate time frame. In voting, one share shall represent one vote and the resolution shall be passed by majority votes. In case the vote is tied, the Chairman of the Meeting shall cast the deciding vote in addition to voting as a shareholder.
- 2.6.6 The Use of Ballot Sheet
The Company supports the use of ballot sheet, both for the main agenda specified by law and important agenda such as connected transactions or the acquisition or disposition of assets, in order to ensure transparency and verifiability in case of any future disputes.
- 2.6.7 Recording of Meeting Minutes
The Company keeps a written record of its prior notification to the shareholders regarding voting and vote counting procedures and the use of ballot sheet, which are informed prior to the meeting, including the names and positions of directors attending the meetings, the names of directors absent from the meeting as well as questions and answers, explanations, opinions and resolutions of the meeting by agenda. The voting is divided into agree, disagree and abstaining votes. All these information are recorded in the meeting minutes in full details so as to inform the shareholders who were absent from the meeting and allow them to verify the participation of the Board of Directors in each Shareholders’ Meeting. In the case where any members of the Board have vested interest in any agenda, he or she must leave the meeting and shall have no voting rights thereof, except for the case of voting for election or removal of a Director.
2.7 Disclosure of the Resolution of the Annual General Shareholders’ Meeting
The Company shall disclose the resolutions of the Annual General Shareholders’ Meeting and voting results at the end of the meeting or no later than the morning of the following day of the meeting by sending a letter of notice to the Stock Exchange of Thailand and disclose such information on the Company’s website at www.pruksa.com as well.
2.8 Dividend Payment
The Board of Directors may consider the payment of annual dividend which must be approved by the shareholders’ meeting. However, dividend can be paid to shareholders only when the Company has earned profits from its operation and registered no accumulated losses. The dividend amount is divided equally by the number of Company shares.
As per the Company’s policy, annual dividend shall be paid to the shareholders twice a year at a rate of not less than 50% of the Company’s net profit as per consolidated financial statement after deduction of all legal reserves (effective from January 22, 2016). While considering dividend payment, the Company shall take into account both the operating results and long-term returns of the shareholders.
In case the Company has earned enough profit from its operation to pay dividend, the Board may from time to time consider interim dividend payment and notify the shareholders in the next shareholders’ meeting. The residual amount of annual dividend payment or interim payment shall be allocated to reserves as deemed appropriate by the Board of Directors. Payment of dividends shall be made within one month starting from the date on which the resolution of shareholders’ meeting had been passed or within one month starting from the date on which the resolution of Board of Directors had been passed. In the case where the Company decided to make interim dividend payment, a letter of notice shall be given to each shareholder to inform of such payment and announce in the the newspapers.
2.9 The Appointment of the Company’s Auditor and Determination of Audit Fees
The Shareholders’ Meeting shall appoint the Company’s external auditors and also fix the audit fee as proposed by the Board of Directors. The appointed Auditor must not be a director, officer or employee or hold any positions in the Company.
The Company shall ensure equitable and fair treatment among every shareholder including minor shareholders and foreign investors. The rights of all minor shareholders shall be protected from direct and indirect exploitation from the shareholders with controlling power in order to ensure equal treatment and uphold the basic rights of all shareholders.
3.1 Nomination for Director Position
Appropriate process had been set up to allow minor shareholders to nominate qualified person to be elected as director by submitting background information and written consent from the nominee to the Chairman of the Board of Directors in advance of the Annual General Shareholders’ Meeting. The Company also set up a procedure which allows minor shareholders to elect Independent Directors for ensuring their benefits. Every nominated directors must be approved by the Nomination and Remuneration Committee and must be appointed by the Board of Directors’ Meeting and/or the Shareholders’ Meeting, depending on the case.
As for the 2016 Annual General Shareholders’ Meeting, the Company had invited the shareholders to nominate a person whom they deemed qualified, knowledgable and competent to become a director in advance starting from September 15, 2016 until December 30, 2016. The Company had notified the Stock Exchange of Thailand and announced such notice via the Company’s website at www.pruksa.com on part of "Investor Relations".
3.2 Shareholders' meeting
- 3.2.1 The Appointment of a Proxy to Attend and Vote at the Shareholders’ Meeting (By One-Share-One-Vote Rule)
In case where a shareholder cannot attend the meeting, the Company shall provide convenience by sending Proxy Form B and Proxy Form C together with the invitation to the meeting which specifies the required document/evidence as well as proxy assigning recommendation and procedure to ensure that the shareholders are accurately and completely prepared and to avoid any problems concerning meeting attendance of proxy. The shareholder can delegate his power to another person to represent him or her at the meeting and vote on his or her behalf by one-share-one-vote rule by filling out the provided Proxy Form as described in proxy assigning procedure which is submitted together with the meeting invitation. The procedure contains simple conditions to facilate the shareholders in assigning power to a proxy. Both Proxy Form B and Proxy Form C can be downloaded from the Company’s website www.pruksa.com under “Investor Relations/Shareholders’ Meeting” section. The Company shall also propose at least three Independent Directors as alternative choice for the shareholders.
- 3.2.2 Delivery of Meeting Invitation
As per the Company’s Articles of Association, meeting invitation must be delivered to the shareholders by at least 7 days in advance of the Annual General Shareholders’ Meeting. In practice, however, the Company has a policy to deliver the meeting invitation together with meeting documents, which are available in Thai and English languages, to both Thai and foreign shareholders by at least 21 days in advance of the meeting. However, the time frame for delivery of meeting invitation can be changed depending on the situation and readiness in each year but should not be later than the time frame specified by law and the Company’s Articles of Association. This is to ensure that the shareholders have sufficient time to consider the meeting agenda and concerned matters which the shareholders wish to present to the meeting, including preparing sufficient details to support decision making. Each agenda and matter must be clearly specified whether for acknowledgement, approval or consideration, depending on the case, providing with the opinions of relevant Sub-Committees and the Board of Directors on the concerned matter.
The meeting invitation notice is also announced in both Thai and English daily newspapers for a period of not less than 3 days including on the Company’s websitewww.pruksa.com, both in Thai and English (completed version), by at least 30 days in advance of the meeting to facilitate Thai and foreign shareholders. The details of meeting invitation includes the date, time, venue, meeting agenda and information relevant to the concerned matters which need to be decide at the Shareholders’ Meeting, all of which must be sufficiently and promptly provided to the shareholders.
3.3 Financial Assistance Transaction
In 2016, the Company did not have any related transactions that are financial assistance transactions such as giving loan or credit guarantee to non-subsidiary companies. Moreover, the Company did not give loan or credit guarantee according to the shareholding specified in the joint venture agreement.
3.4 Maintaining of Confidentiality, Information Safekeeping and Use of Inside Information
The Company had established a written policy on maintaining confidentiality, information safekeeping and use of inside information. Such policy has regularly been communicated and strictly adhered among the directors, executives and employees within the organization. In addition, the Company had also set up measures to ensure that such policy has been acknowledged and followed by organizing CG Day activity to allow the directors, executives and employees the chance to observe and understand the Company’s Code of Conduct and the said policy and to encourage strict compliance with related principles and practices to ensure optimal benefits of the Company and every group of stakeholders throughout service period. All members of the organization have signed the attestation.
The Company also requires the directors and executives including their spouses and minor children to report on their first shareholding in the Company within the period of 30 days starting from the date of appointment. In addition, all subsequent changes in the shareholding which involves buying, selling, transferring or receiving of shares must be reported within the perid of 3 working days and must regularly be reported to the Directors. In the past year, no Directors or s of the Company are found to have bought or sold shares by using internal information.
Policy on Prevention of the Use of Inside Information
Confidential information refers to information that is not public information or information that, if disclosed to the public or possessed by the competitors, could adversely affect the Company, including all types of information given to the Company by business partners and customers.
- The Company had set up appropriate level of confidentiality and handling procedures. Important documents and information that are confidential must be treated with specific procedure assigned to each level, type or category of the information.
- The Company shall safeguard and maintain confidentiality of customer privacy and trade information and must not disclose it to the employees of the Company or unrelated external parties, unless required by law for legal cases or approved by the Board of Directors.
- In hiring a person who used to work with a competitor or the Government, the Company must study any confidential agreements the candidate may have had with their previous employers and shall not force the candidate to break their agreement with trade competitor or the Government which might consequently lead to legal action.
3.5 Entering Related Transactions
In the case where the Company must enter into related transactions which require disclosure of information or an approval from the shareholders as per the regulation of the Stock Exchange of Thailand prior to making such transaction, the Company has a policy to clearly disclose the names and relationship of related persons, including prices and value of the transaction, the opinions of the Audit Committee and the Board of Directors on the concerned transaction to the shareholders through the channel provided by the Stock of Exchange of Thailand. All related transactions must be made by fair and at arms’ length manner. In 2016, the Company did not enter into any related transactions that violated or did not complied with the rules and regulations of the Stock Exchange of Thailand (SET) and the Securites and Exchange Commission (SEC). In addition, the Company’s group structure did not have any related transactions that may lead to potential conflict of interest. This means that both revenue and expense at transaction level does not exceed 25% without exemptions.
3.6 Related Transactions in the Year 2016
In 2016, the Company has entered into four related transactions as per the following details:
|Person with Potential Conflict of Interest||Relationship with the Company||Nature of Transaction and Necessity||Value of Related Transaction (Million Baht)||Price and Descriptions|
Mr. Thongma Vijitpongpun
|Director and Shareholder of PS||PS leased space in Laksi Plaza, 10th Floor, from Mr. Thongma Vijitpongpun to use as training center||2.4||Lease and service agreement of 425.68 square meter area effective from 1 October 2013 - 30 September 2015 and renew the contract to October 2016 at monthly rental rate of Bt 268,148
In summary, such rental and service fees are at the rates comparable to the market rates and conditions that are not different from the cases the Company enters into agreement.
Mr. Jeerathep Promsawad (Son of Mrs. Ratana Promsawad)
Ms. Chandana Promsawad (Daughter of Mrs. Ratana Promsawad)
|Son and daughter of Mrs. Ratana Promsawad, Director and Shareholder of PS||PS sold Chapter One The Campus, totaling 2 units, to the son and daughter of PS Executive||-||The Company sold and transferred ownership of Chapter One The Campus, totaling 2 units, by net price per unt as of the date of ownership transfer totaling Bt 4.0 million and Bt 4.5 million, respectively.
By which Mrs. Ratana Promsawad, as an executive of the Company, requested to receive special discounts in buying a house for her child, totaling 1 unit, as specified in the staff welfare policy whereas the other remaining unit was bought at the same price rate set for third party. The said transaction is a related transaction of normal business type with legitimate approval conditions as per the defined scope of authority.
Mr. Jeerathep Promsawad (Grandson of Mr. Thongma Vijitpongpun)
Ms. Chandana Promsawad (Granddaughter of Mr. Thongma Vijitpongpun)
Mrs. Phetdao Saejew
(Sister of Mr. Thongma Vijitpongpun)
Mr. Thavorn Vijitpongpun (Brother of Mr. Thongma Vijitpongpun)
|Related persons of Mr. Thongma Vijitpongpun, Directors and Shareholders of PS||PS sold The Palm (Pattanakarn), totaling 5 units, to related persons of PS Executive||58.3||The Company sold and transferred ownership of The Palm (Pattankarn), totaling 5 units, by net price per unit as of the date of ownership transfer totaling Bt 11.5 million for 3 units and Bt 11.9 million for 2 units.
By which Mr. Thongma Vijitpongpun, as an executive of the Company, bought at at the same price rate set for third party. The said transaction is a related transaction of normal business type with legitimate approval conditions as per the defined scope of authority
Mr. Klahan Prayong (Brother of Mr. Piya Prayong)
|Related person of Mr. Piya Prayong, Director and Shareholder of PS||PS sold The Palm (Pattanakan), totaling 1 unit, to related person of PS Executive||7.7||The Company sold and transferred ownership of The Palm (Pattankarn), totaling 1 unit, by net price per unit as of the date of ownership transfer totaling Bt 7.7 million.
By which Mr. Piya Prayong, as an executive of the Company, bought at at the same price rate set for third party. The said transaction is a related transaction of normal business type with legitimate approval conditions as per the defined scope of authority
3.7 Violation/Non-Compliance with the Rules of Buying and Selling Assets
In 2016, the Company did not have any transactions in relation to buying or selling of assests that violated/not in compliance with the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission.
3.8 Policy of the Declaration of Buying/Selling of Corporate Shares Owned by the Directors and Executives
The Company set up a policy that requires the directors and high ranking executives of the Company to notify the Company Secretary regarding the buying/selling of shares by at least one day in advance before the transaction date so that the Company Secretary can keep a record such information for each director and executive.
The Company recognizes and respects the rights of all stakeholders and has established a code of conduct outlining the guidelines in this respect. The purpose is to ensure that the lawful rights of stakeholders, whether it be shareholders, employees, Executives, customers, partners, creditors, or the general public and society, are properly protected and cooperation among these groups is promoted. It is believed that these factors will ensure the sustainable growth of Company's business and benefits generated to all concerned in a fair manner. The Company published The Social Responsibility report (The development of sustainability report) according to Global Reporting Initiative (GRI) regulation separate from the Annual Report.
4.1 The Determination of Stakeholders Treatment Policy
- 4.1.1 The Board of Directors has set up Stakeholders Treatment Policy as per the following details:
Shareholders : The Company has set forth to act as a good representative for the shareholders as it is well aware that the shareholders are the owner of the business. Therefore, in doing business, the Company is determined to create the highest satisfaction to the shareholders by taking into account the growth of the Company in the long term with good and continuous return, including disclosing information in transparent and reliable manner for the shareholders through the following procedures:
- Performing duties with loyalty and making decision for any undertaking with high precaution and fair to every shareholder to ensure the highest benefits of the overall shareholders.
- Presenting a report on the status of the Company, operating results, financial status, accounting and other reports on regular basis in complete and honest manner.
- Reporting to all shareholders in the same and equal manner regarding the future trends of the Company, both positive and negative aspects, based on feasibility and provided with supporting information and sufficient reasons.
- Not seeking any personal interests or interests of other through using any information of the Company which has yet been disclosed to the general public or by proceeding on any matters in a manner which leads to conflict of interest with the organization.
- The Company must treat every shareholder equally at the Annual General Shareholders’ Meeting.
Employees : Employees are the most valuable resources and an important factor in driving the Company toward success. The Company therefore aims to develop a good culture and good atmosphere at workplace, including promoting teamwork and polite treatment among employees and respecting each individual. The hiring and transferring of positions will be made on the basis of fairness and morality and efficient use of human resources to ensure the highest benefits of the Company. In addition, the Company treats all employees equally regardless of their gender, race, nationality, religion or beliefs.
Policy and Practice Concerning Compensation, Welfare and Provident Fund
The Company is responsible for keeping working environement that is safe for life and property of the employees at all times and strictly follows the labor law. In addition, the Company abides to the policy regarding compensations that corresponds to the Company’s performance, both in short and long terms, by considering the profitability in each year and performance measurement based on Balanced Scorecard. This also includes employee welfare such as provident fund to enhance saving discipline, financial security and tax benefits to the employees and their family. The contribution rate is subject to employee decision and period of work of each employee. However, employee savings and the Company’s contribution shall vary from 5-10% while funds for housing loan, social security fund, Fitness & Sport Club, compensationfund in case of sickness/accident from work, gift in case of hospitalization and donations to victimized employees by natural disaster, monetary support for funerals, shall be provided through the following means:
Personal rights and freedom must be protected from being violated through the use, disclosure or transfer of personal information such as biography, health history, work history, or other personal information to other irrelevant parties which may cause damages to the individual or any other persons. Such violation is considered as a disciplinary offence, unless done by duty with no ill intention or as required by law or for common benefits.
1.1 Protecting personal information of employees that are under possession or safekeeping of the Company.
1.2 Disclosing or transferring of personal information of an employee to the public can only be made under the employee’s consent.
1.3 Limiting the disclosure or use of personal information of employees and related persons of the Company only as necessary.
(2) Equality and Equal Opportunity
- 2.1 The Company shall treat the employees with respect to their honor and prestige.
- 2.2 The Company shall select people for hiring in different positions with justice by considering the requirements of each position, level of education experiences and other criteria necessary to the job without discrimination against gender, age, race and religion.
- The Company shall determine compensations fairly and appropriate to the nature of work, performance and the ability of the Company to pay such compensation.
- The Company shall encourage the employees to join trainings and skill development programs in order to enhance performance efficiency and allowing the opportunity for the employees to grow in their career path. In 2016, each employee underwent trainings and development programs totaling 15 hours person by average. This includes employees from operational level to supervisory level. The training courses were categorized into 6 main categories as follows:
- (1) On boarding Program
- (2) Foundation Program
- (3) Career Group Program
- (4) Quality & Safety Program
- (5) Leadership & Expertise Program
- (6) Elective Program
(For more details, see “Sustainability Report” – Personnel Training and Competency Development)
- 2.5 The Company is aware that good communication will lead to effectiveness and good relationship in working together. Hence, the Company shall oversee that its employees always receive relevant news as deemed appropriate and as much as possible.
- 2.6 The Company shall provide communication channels for employees to raise suggestions and complaints regarding the concerned matters pertaining to their work. All suggestions and complaints shall be seriously considered to determine proper solution to ensure the utmost benefits of all parties and to build good relationship at workplace.
- 3.1 All supervisory level staff should maintain proper conduct to gain respect from the employees and no employees shall perform any act that is disrespecting to their supervisor.
- 3.2 No employees shall perform any act of violation or harassment either verbally or physically or in a manner of discrimination against the other person’s race, gender, age, physical and mental disability.
- 3.3 All employees shall respect one another’s opinions.
(For more details, see “Sustainability Report” – Human Rights Management)
Personnel Knowledge and Competency Development Policy
The Company set up a policy, concepts and approach for personnel development to ensure that every employee is adequately competent to perform the assigned duties in the most efficient manner. The Company also established development approach to ensure career growth among employees by encouraging to use their full potential at work in order to deliver high quality work to both internal and external customers. Most importantly, the knowledge and skills acquired by the employees can be applied in future career and even after retirement. The Company assigned Human Resource Department to specifically oversee personnel-related matters, especially since employees are considered to be the asset worth investing in. The Company aims to become the number one brand in the minds of customers. This cannot only be achieved by the performance of the CEO or the executives of the Company but requires the efforts and constribution from every employee within the organization. Several development approaches are such as:
- The development of corporate vision, mission, Pruksa Culture, Pruksa Value and Leadership Competency as guidelines to be upheld by all members within the organization.
- Competency Based Interview is used in the recruitment process in order to find applicants in line with Pruksa culture, value and leadership competency as the Company believes that these are contributing factors to the Company’s success during the past 20 years.
- The Company established training system according to the defined annual training plan which encompasses theoretical and practical trainings, including culture development, coaching by the supervisor in systematic way, handling of newcomers under mentor program, development in a form of work assignment where the employee can be trained on-the-job and having a framework under a clear policy, all of which enables the supervisors and employees to jointly set an appropriate development plan.
- The organization of Talent & Succession Planning which requires the defining of talents and the highly talented by the line manager together with Human Resource Department based on personal performance and characteristics with high potentials in both areas of management and performance. The succession planning for executives at the level of department, division, SBU/BU is established through the identification of both talent and successor and by taking into account business needs together with analysis on long-term strategic goals of the organization.
- Encouraging employees to be aware of their career path. Each employee will know their next position in the career path. Also, the required knowledge and skills and KPIs of the next position will be identified so that the employees can set a career planning with his manager. In addition, operational procedure and self-development process have also been developed in order to achieve the determined carerr goal.
- Regularly surveying employees’ attachment to the organization at least one a year. The survey results will be used for determining common work plan in order to raise the level of attachment to the organization through various activities. Such work plan must be carried out on continual basis and must be included in the KPIs set out for the executives.
(For more details, see “Sustainability Report” – Personnel Development)
Policy on Non-Participation in Human Rights Violation
The Company has a policy to avoid being involved in all forms of human rights violation by upholding fair and ethical recruitment process without any discrimination toward race, religion, color or gender. The Company shall consider the appropriateness of the duties and responsibilities for each individual on case-by-case basis, including avoiding the use of child labor, conscript labor or forced labor. Also, the Company will not approve any recruitment which the supervisor and direct subordinate are relatives or family members to ensure equal opportunity. The Company shall focus on the abilities and suitability for that position. In addition, the Company had complied with the law pertaining to the employment of the disabled by coordinating with government agencies and Associations of People with Disabilities to promote employment opportunity among this group of people. If the Company did not hire people with disabilities in any year, the Company will contribute money to the Fund for Promotion and Development of Life Quality of Disabled Persons to support the expenditures on the protection and development of life quality of disabled persons.
Customer : The Company aims at developing real estate by promoting creativity as well as delivering and managing products and services for customers in standardized and ethical manner under the following principles:
- (1) To deliver products and services of high quality according to the standard and under fair conditions, including continuously and seriously uplifting the quality standard of products and services and disclosing product and service information in complete and accurate manner without any distortions.
- (2) To provide correct, sufficient and up-to-date information on products and services to customers so thay can have sufficient information for decision making. All information provided must not be an overstatement, whether in advertisements or any other channels of communication, that may mislead the customers regarding the quality, quantity or any terms and conditions pertaining to that product or service.
- (3) To respond to customer needs in a timely manner and provide an effective communication system and channels for accepting complaints on product and service quality such as www.pruksa.com and Pruksa Contact Center 1739.
- (4) To safeguard customer information and maintain confidentiality by not using the information in unlawful manner, except for information which must be discloed to relevant external person under full force and effect of law.
Competitor : The Company aims at undertaking real estate business with the objective of achieving sustainable success and maintain its leading position within the industry under fair and moral competition by supporting and promoting the policy on free and fair trade competition without monopolizing or requiring trade partners to sell only the products of the Company. In addition, the Company has no policy to compete in trading by using whichever means available to acquire the information of competitors in unlawful and unethical manner. The Company adopts the following principles in dealing with competitors:
- (1) To comply with rules on fair competition.
- (2) Not seeking confidential information of competitors through dishonest or inappropriate means for the Company’s business purpose.
- (3) Not accusing maliciously or with intention to destroy the competitor.
- (4) Not entering into a contract or agreement that may result in competitor being unreasonably rid of.
Business Partner and Counter Party in Agreement : The Company has a policy to treat its business partners based on the principle of good corporate governance (CG) throughout the process of selection, procurement and hiring of contractors, designers and consultants. The Company provides transparent, fair and equal opportunity to all business partners/vendors/contractors and tenants, which shall hereinafter be referred to as “Business Partners”, to bid and propose work contract, lump sum contract price, selling prices of materials and equipment or design for the Company’s projects. In the case where business partners had been contacted by an executive, employee or any other member of the Company to request for compensations or rewards or any other benefits either directly or indirectly, unless given under moral standard, in returning favor for assisting that business partner to acquire certain business advantages or in the case where a business partner found that the selection process was not carried out in transparent or fair manner or in a manner which aims to eliminate business partners, the Company requests for those business partners to immediately notify the Company and provide suggestions and areas of improvement to ensure better transparency and fairness standard in the procurement process to all business partners. The Company is committed to ensure fairness and protection to all business partnes fairly and equally.
The Selection, Procurement and Treatment toward Business Partners
- 1. The Company shall ensure that the procurement of products and services are performed under proper standard as follows:
- 1.1 Competition shall be made upon the basis of equal information.
- 1.2 Having established criteria for evaluation and selection of business partners and counter party.
- 1.3 Develop appropriate agreement format.
- 1.4 Provide management and monitoring systems to ensure that the agreement terms and conditions are completely followed, including preventing misconduct in every step of the procurement process.
- 1.5 Make payment to business partners and counter party in a timely manner according to the payment conditions as previously agreed.
- (2) The Company aims to develop and maintain good and long-lasting relationship with business partners and counter parties who possess clear objectives regarding product and service quality, technical quality and mutual trust.
- (3) All executives and employees are prohibited from accepting any persona gifts from business partners and couter parties whether directly or indirectly.
- (4) No executives or employees shall be involved in the procurement process with business partners or counter parties who are related to that executive or employee either by the status of a family member, relative, business owner or partner.
- (5) The use of information received from the procurement process for personal or other’s benefits is strictly prohibited.
Business Partner Selection Process
- 1. Assess work readiness.
- 2. Assess the quality of work, products and services.
- 3. Assess on-time delivery of work, products and services.
- 4. Assess the capabilities in terms of coordination, problem solving and readiness of working team.
- Complaints Channels
IIn the event that an executive, employee, officer and/or related party of the Company is found to have committed fraud, unfair treatment or demand for compensation or reward, all business partners can immediately report to the Company via Line (Line ID : @pruksacg), Website (www.pruksa.com) Complaints / Whistleblowing / Unfair Treatment, Email : CG@pruksa.com or sending mails to the CEO or Chairman of the Audit Committee at Pruksa Real Estate Public Company Limited, SM Tower, 28th Floor, 979/83 Paholyothin Road, Sam Sen Nai, Phayathai, Bangkok 10400.
Apart from having played a vital role in helping the organization, the whistleblower will also be rewarded up to Bt 30,000 per case including with a Certificate of Honor from the CEO.
- Measures for protecting the complainants or collaborators Complainants or collaborators shall be protected in accordance with the following guidelines:
- 2.1 Complainants or collaborators may choose to not disclose his or her name if he or she feels that such disclosure may cause harm or damage. However, if such disclosure is made, it will enable the Company to report on the results, explain facts or minimize damage more easily and quickly.
- 2.2 The Company shall strictly maintain confidentiality of information relating to the complainants or collaborators. This include first and last names, address, picture or any other related information that may lead to the identification of the complainant or collaborator in the investigation. The investigation will be conducted to find out if there is a ground for the complaint.
- 2.3 The person receiving the complaint must maintain the confidentiality of relevant information and shall disclose such information only as necessary by taking into consideration the security and damage of the complainant or collaborators, sources of information or related persons.
- 2.4 In the case where the complainant or collaborators feels that there may be harm or damage or trouble to them, the complainant or collaborator may ask the Company to take measures to protect them as appropriate. Or, the Company may establish such measures to protect the complainant or collaborators without any request if it sees that damage or trouble or harm is likely. Impartial and appropriate relief assistance shall be given to those suffering from any damage or trouble as a result.
Creditors: Creditor policy and practive were set up and clearly defined, particulary the subject matters concerning guarantee terms and conditions, capital management and cases of defaults whether it be trade or institutional creditors. The Company shall not fail to make payment within due date and shall strictly conform to the terms and conditions defined by creditors as follows:
- (1) To repay debts to creditors on time and in compliance with specified terms and conditions in order to avoid default.
- (2) In terms of loan payment, interest payment, and collateral responsibility or guarantees, the Company shall strictly commit to terms and conditions as agreed on a contract or agreement.
- (3) Whenever the Company faces critical situations which may significantly affect the Company's financial position and debts repayment, creditors shall be notified of capital management, so that creditors and the Company shall resolve problems in order to avoid losses.
- (4) To strictly conform to terms and conditions defined by creditors.
Community and Society: The Company recognizes the importance of the surrounding community and society and is well aware that it is a contributing factor in driving social and environmental development toward achieving sustainability within the society. Hence, the Company has continuously launched community and social development activities, including establishing Corporate Social Responsibility Policy as guideline of practice to be followed by the Board of Directors, the executive and employees within the organization in order to foster corporate social responsibility in every process throughout the entire organization while carrying out its business operations with responsibility toward the overall community and society as per the following details:
- (1) To have a policy on operating business with environmental responsibility and strict compliance with the enforced laws and regulations in relation to environmental protection.
- (2) To have a clear Corporate Social Responsibility Policy (CSR Policy) to be followed by every member within the organization.
- (3) To raise social and environmental responsibility awareness among the employees.
- (4) To respect local traditions and culture in every country where the Company undertakes its business.
- (5) To regularlt carry out activities for promoting social and environment development in order to uplift the quality of life og the surrounding community where the Company is located. This shall include activities initiated by the Company itself and activities carried out under the collaboration among the Company, government agencies, private sector and local community.
- (6) To participate in activities organized by local community where the Company carries out its business as deemd appropriate.
- (7) To prevent accidents, monitor operational performance and control waste release amount within the defined standard.
- (8) To respond quickly and efficiently to events that cause impact upon the environment, community, life and property as a result from the Company’s business operations by fully cooperating with government officers and relevant agencies.
The Company has also carried out external CSR activities apart from the ones previously mentioned in order to create sustainability within the society through special CSR Policy which encompasses three aspects including education, society and environment and lastly religion, arts & culture. (For more details, see “CSR Report”)
In addition, the Company had developed its business operation standard in the aspect of corporate social responsibility by preparing CSR Report in accordance with Global Reporting Initiative (GRI version 3.1) to ensure that such report comprehensively covers economic, social and environmental aspects in order to concretely and clearly support sustainable development. (For more details, see “Sustainability Report” – Social Activities)
The Supporting of Community Development Activities
The Company has a policy to support and participate in community development activities such as:
- - Free health check program for customers, employees and nearby residents of the project.
- - Distributing seedlings to customers, employees and nearby residents in order to promote Green Community.
- - Organize “Environmental Management by Community” in order to encourage the community to follow proper practice in terms of waste disposal and wastewater treatment in order to sustainably prevent pollutions.
- - Provide knowledge on how to plant different kinds of trees or plants including vegetables in order to create sustainability among schools in local community.
- - Provide knowledge on proper waste separation in order to reuse them as biochemical fertilizer and create sustainability among schools in local community.
- - Blood Donation Program to help patients nationwide.
- - Health Promotion Activity for customers and community.
Through continuous and excellent CSR performance, the Company was presented with numerous awards as follows:
- as the Company was ranked among the top 100 companies which demonstrated remarkable corporate sustainability (ESG100) and was selected as one of ESG 100 Company 2016 from a total of 621 companies for demonstrating outstanding ESG performance (Environmental, Social and Governance: ESG) for the second consecutive year.
- The Company was listed in Thailand Sustainability Investment 2016 (“sustainable shares”) as an alternative for investors that wish to invest in listed companies with outstanding ESG performance.
- EIT-CSR Awards 2016 under Outstanding Category from The Engineering Institute of Thailand under H.M. The King’s Patronage in recognition for outstanding corporate social responsibility and environmental performance.
- Sustainability Report Award 2016 in “Recognition Category” from CSR Club and Thai Listed Companies Association for the fourth consecutive year.
- Pruksa Real Estate Public Company Limited is 1 of 39 companies having been certified as a member of Private Sector Collective Action Against Corruption (CAC), marking clear stance and concrete actions against corruptions by running its business operations based on transparency and good governance principle.
Health, Safety and Environment : The Company has concrete policy in regards to health, safety and environment by given top priority to the safety and health of the surrounding community and overall society. By realizing that it is a contributing factor in driving sustainable development of society and the environment, the Company therefore continuously carries out community and social development activities together with its business operations with responsibility toward the overall community and society as per the following details:
- (1) Continuously perform business operations in compliance with safety law and other related regulations.
- (2) Safety at workplace shall be treated as top priority and responsibility of every employee.
- (3) Every level of commanders must be a good role model and be able to lead, train, instruct and motivate other employees to perform duties safely.
- (4) All employees must take into account their personal safety as well as the safety of their colleagues and properties of the Company as their topmost priority while on duty.
- (5) All employees must always maintain cleanliness and order of their workplace.
- (6) Supporting safety-related activities in order to raise safety awareness among employees and promote safe work environment.
- (7) Continuously review, improve and develop safety management system.
- (8) Seeking solutions to minimize environmental impact by constantly checking, monitoring and controlling the amount of pollutions released including the disposal of hazardous and non-hazardous waste in order to protect existing natural resources.
- (9) Using the available resources and energy in the most efficient manner, including preving water and air pollutions as well as wastes and other pollutions that arise from the Company’s business activities to ensure minimal impact on the environment and surrounding community as much as possible.
(For more details, see “Sustainability Report” – Safety, Occupational Health and Work Environment ; Environmental Operation)
Summary Report of Accidents at Workplace from Y2012-2016
|Injured rate (IR)||Male||0||0||0||0||0|
|Occupational Disease rate (ODR)||Male||0||0||0||0||0|
|Leave Day Rate(LDR)||Male||0||0||0||0||0|
|Number of Deaths from Work||Male||0||0||0||0||0|
|Injured Rate (IR)||Male||0.07||0.465||0.421||0.330||0.732|
|Occupational Disease Rate(ODR)||Male||0||0||0||0||0|
|Leave Day Rate(LDR)||Male||1.12||4.938||2.345||0.550||6.809|
|Number of Deaths from Work||Male||1||2||2||2||1|
|Injured Rate (IR)||Male||1.2||0.768||1.056||0.640||0.270|
|Occupational Disease Rate (ODR)||Male||0||0||0||0||0|
|Leave Day Rate(LDR)||Male||5.46||1.537||3.828||1.760||0.405|
|Number of Deaths from Work||Male||0||1||1||0||0|
According to the statistics in 2016, no accidents at workplace had been reported at the Head Office. The Construction Unit, however, showed a slight increase in the number of accidents comparing to the previous year whereas Precast Factory showed a decreasing trend.
The Company set up a policy and procedure on the effective use of resources through energy saving and resource recycling such as using both sides of the paper, turning off air conditionings and lights during lunch break, turning on the lights only at the location of use, using the stairs when going to certain floors and sharing transportation when traveling to one place, all of which will later be fostered as personal value and applied in daily personal life.
4.3 Policy and Procedure on Non-Violation of Intellectual Property Rights or Copyrights
The Company set a policy and practice on non-violation of intellectual property rights or copyrights which is considered as part of the Company’s business ethics. This includes the protecting the Company’s intellectual property and the use of computer system and information technology by requiring the employees to sign non-violation clause to certify that he or she will not violate the rights of any person or company which is under copyrights protection, trade secret protection, patent protection or any other intellectual property protection or protected by laws or regulations of similar nature nor installing or distributing illegal software products or software that are not authorized by the Company.
- (1) Offering and Accepting Bribery
- 1.1 Executives and employees are prohibited from demanding or accepting any benefits or items in a manner which the executives and employees are motivated to perform or illicitly abandon duties or cause the Company to lose legitimate benefits.
- 1.2 All employees shall refrain from offering benefits or items to external party in order to induce them to commit illegal act or omit any act or duty by ill intention.
- (2) Gifts and Entertainment
- 2.1 All employees shall avoid offering or accepting any gifts or benefits from business partners or stakeholders of the Company unless given as part of holiday season or traditional practice within reasonable value and under the condition that the recipient had considered and consulted with their direct supervisor.
- 2.2 Employees must not accept or offer any gifts or sourvenir in the form of cash, cheques, bonds, shares, gold, jewelry, real estate or items of similar nature.
- 2.3 Gifts or souveniors which are reasonable in value such as calendars, diaries or stationary items are acceptable.
- 2.4 In the case where an employee received any gift, souvenir, gift basket and/or any other items having the value exceeding 3,000 Baht (three thousand Baht), that employee must immediately notify their direct supervisor and return or handover such item to Gift Allocation Committee, with the exception of perishable items or items with limited shelf life.
- 2.5 All employees shall avoid offering or accepting any entertainment or hospitality appearing out of the usual business relationship from persons whose business is related to the Company’s business.
Apart from the prescribed Anti-Corruption Policy, the Company also set up a procedure for monitoring and ensuring corporate compliance with such policy through various means such as providing knowledge via “Tairom Pruksa Journal”, E-mail, Intranet, trainings and VDO presentation during the orientation of newcomers. The Company also constantly monitor compliance with the said policy by surveying the opinions of the executives and employees of the Company on Anti-Corruption Policy.
The Company had declared its intention to fight against corruptions by issuing a letter of intent in accordance to Private Sector Collective Action Coalition Against Corruption on September 14, 2014. The Company also set up a process for assessing risks originating from corruptions by focusing on conducting risk assessment in its core operations with high level of risk from corruptions, including developing effective management plan and internal control to prevent all forms of corruption within the organization.
The Company had conducted risk assessment in relation to product and service delivery, land acquisition and procurement process and set up a standardized procedure for determining construction prices of houses, condominiums and precast plants, which is made available in the Company’s Operation Guideline. In addition, Website Call Center is provided as a channel for the consumers, employee, general public and government sector to raise complaints.
In-house training courses on Anti-Corruption Policy and Practice had been provided to employees whose responsibility is to oversee or involving the prevention of internal corruptions. The employees had also attended the said training organized by both public and private sectors. Each employee shall be given trainings in relation to anti-corruption policy and practice since the orientation day. Furthermore, the Company provided Anti-Corruption Training through the use of video, billboard, including announcement, the Code of Business Ehtics, whistleblowing regulation, complaints in relation to fraud and corruption, and regulations pertaining to the offering or acceptance of gifts and entertainment or any other benefits, including anti-corruption measures.
The Company had established Corporate Social Responsibility Policy (CSR Policy) which had been widely communicated among both internal and external parties as follows:
Pruksa Real Estate Public Company Limited is determined to develop real estate business in order to promote social and economic development, including environmental conservation by means of producing quality products and providing quality services, cultivating values of governance practices among employees, taking interests of all stakeholder groups into account, providing environmental knowledge and training to all employees working at Pruksa Precast Plant since their first day of work and disseminating knowledge on environmental management among students and organizations visiting Pruksa Precast Plant. (For more details, see “Sustainability Report” – Environmental Operation)
The Board of Directors had provided communication channels for every group of stakeholder to contact with the Company/raise complaints on matters that may directly damage the Company or the Board of Directors as per the following details:
- (1) Reporting Complaints
In the case where an employee or a stakeholder suspects any action which may be in violation of rights or the defined Code of Conduct, he or she may raise inquiries or report the responsible person as follows:
- Supervisors of your trust at all levels
- Internal Audi Department or Corporate Governance Committee via the Secretary of Corporate Governance Policy
- Other units or channels designated by the Company such as Corporate Communication Department by dialing 1739, Line (Line ID : @pruksacg), Website (www.pruksa.com) under Complaints/Whistleblowing/Report Unfair Treatment, Email: CG@pruksa.com or direct postal mailing to the CEO or Chairman of the Audit Committee at Pruksa Real Estate Public Company Limited, SM Tower, 28th Floor, 979/83 Paholyothin Road, Sam Sen Nai, Phayathai, Bangkok 10400.
- (2) Complaint Handling Process
- - Collection of Facts The person receiving a complaint may collect facts related to the violation or non-compliance with ethics or assign Human Resource Department or other units of similar functions but called otherwise to collect such facts.
- - Processing and screening of information: The person receiving the complaints may process and screen the information for consideration of steps and actions to be taken as appropriate for each case or assign Human Resource Department or other units of similar functions but called otherwise to process and screen the information or assign an Investigation Committee, which will be appointed by Corporate Governance Committee on a case-by-case basis, to process and screen the information for appropriate action.
- (3) Measures
- The person receiving the complain shall propose measures to stop the violation or non-compliance with ethics and relieve the damage caused to persons involved, taking into consideration the overall effects.
- (4) Report of Results
- The person receiving the complaint has a duty to report the results to the concerned parties. For important matters, the report shall be submitted to the Chief Executive Officer and/or the Audit Committee and/or Corporate Governance Committee and/or the Board of Directors, as the case may be.
- (5) Protection shall be provided to the complainant or collaborator in the investigation in accordance with the defined criteria. (For more details in Annual report 2016, see section “Trade Partner, Counter Party – Complaints”)
The Company had established employee compensation policy that is in line with the Company’s operating results in both short and long terms. The compensation aims to encourage employees to work efficiently and effectively in order to achieve the Company’s goal. The concept of BSC (Balance Scorecard) and Key Performance Indicator (KPI) are used as tools for managing employee compensation payment based on their performance and for considering other benefits in short term to promote employee engagement regarless of salary rate and basic compensation. The compensation ratio between female and male employee is 1:1. Short term compensations are such as salary increment or bonus as reward based on performance and commission. Examples of long term compensation policy include offering of ESOP which has been performed since 2005 until present.
In 2016, the Company did not perform any actions that are in violation of laws pertaining to labor, employment, consumer, business competition and environment.
In 2016, the Company had disclosed information on important events within the specified timeframe. Hence, the Company was not oversight by the Regulators.
The Company has a policy to disclose any financial and non-financial information in complete, adequate, reliable and punctual manner and is made available to the general public on various media and channels namely Annual Registration Statement (Form 56-1), Annual Report, the Company’s website both in Thai and English versions, and mass media. The Company also established Investor Relations Department to be responsible for coordinating with the shareholders, securities analyst and related parties.
The Company has a policy to emphasize on disclosure of accurate, reliable and complete information, both financial and non-financial, on time and adequate for investors to make decision. Such information includes the structure of subsidiaries, shareholding structure which completely and clearly display major shareholder or controlling person and the proportion of minor shareholders and must be up-to-date to precisely inform the user of beneficial owner of the Company, the shareholding of directors including the spouse and underaged children of directors and executives, Corporate Governance Policy, Code of Business Ethics, Risk Management Policy, Social and Environmental Management Policy, Report on the Board of Directors’ Responsibility concerning Financial Reporting, Auditor’s Report, Management Discussion and Analysis (MD&A), audit fee and other service fees of the Auditor, roles and duties of the Board of Directors and Sub-Committees, meeting attendance of each director in the past year, professional training and knowledge development of the Board of Directors as well as Remuneration Policy for directors and high ranking executives. All information disclosure strictly followed the rules and regulations set out by the Securities and Exchange Commission and the Stock Exchange of Thailand, including relevant laws.
5.1 Compliance with Good Corporate Governance
The Company recognizes the importance of and give priority to the principle of good corporate governance by assigning the Management to oversee the execution of such principle in developing the organization and projects carried out by the Company to ensure the best interest of the Company and every group of stakeholders in sustainable manner in the aspects concerning the rights of shareholders, equitable treatment among shareholders, roles of stakeholders, disclosure and transparency, and accountability of the Board of Directors. The Company is determined to follow the said principle in every category.
In 2016, the Company had developed and improved its Good Corporate Governance Policy by disclosing the remunerations of directors and Chief Executive Officer both in short and long term. (For more details in Annual report 2016, see section “Remuneration of Directors, Chief Executive Officer and Executives”)
However, there are some sections which hadn’t been completely followed by the Company. For instance, the Board of Directors have yet to determine the limitation of tenure years for Independent Directors in its Corporate Governance Policy, including no specification set on the number of listed companies which each director can hold position, which is not more than five listed companies, with the exception of Chief Executive Officer which can only hold position in only one listed company which is Pruksa Real Estate Public Company Limited. Such compliance failure was due to the Company’s restructuring plan to ensure it is in line with corporate vision which is “to be the number one real estate brand in customers’ minds with the goal of becoming a top ten residential brand in Asia by creating high-value homes for families to experience warmth, happiness and a better life every day”. In the future, the Company shall, with greatest effort, try to fulfill every compliance requirement and continuously implement organizational restructuring to ensure consistency with the said principle.
5.2 The Company’s Objectives/Long Term Target
The Company’s objectives/long term targets are reflected in Pruksa Vision – Mission, Pruksa Culture and Pruksa Values as per the following details:
“Pruksa aims to be the number one real estate brand in customers’ minds with the goal of becoming a top ten residential brand in Asia by creating high-value homes for families to experience warmth, happiness and a better life every day”.
We are dedicated to fulfilling out customer’s dreams of owning a home that provides value to enjoy
“I truly care about my customers. I want them to be happy. So I work with passion to really satisfy their needs. First, I try very hard to understand what customer wants. This requires me to think through very carefully until I come up with the right solution. Then I move quickly into action on their behalf. If my customers are happy, I feel proud I did a good job.”
Pruksa Value :
We make every effort to understand our customers, providing superior services in order to satisfy them with a home that matches their needs.
We create innovative products and services that surpass our customers expectations
We work in harmony as a team to deliver greater results to our customers.
We have discipline to complete our work on time, according to our plans and high quality standard.
We adhere to ethical reasons and do for the benefit of our customers as well as for the well-being of all stakeholders.
5.3 Financial status and operation
(For more details in Annual report 2016, see section “Financial Analysis and Operating Results”)
5.4 Customer Satisfaction Level (Non-Financial KPI)
The Company is committed to create satisfaction among customers by focusing on continuing product research and development in order to deliver houses that match the requirements of customers. The Company therefore established the Department of Marketing Research and Internal Innovation Management Center, including hiring external experts to explore, research and analyze consumer demands in each area as well as potential location for projects in terms of public utilities. In consequence, the Company has sufficient database to recognize the demand of consumers in residential property market, including the role and style of housing, location and price level. The Company had adopted the results of research to further implement new projects.
The market share and/or customer satisfaction level in 2016 (For more details in Annual report 2016, see section “Residential Market Overview 2016”)
5.5 Nature of Business and Competition Situation
(For more details in Annual report 2016, see section “Nature of Business”)
5.6 Business Group Structure
(For more details in Annual report 2016, see section “Shareholding Structure”)
5.7 Key Risk in Business Operation
(For more details in Annual report 2016, see section “Risk Factors”)
5.8 Dividend Policy
(For more details in Annual report 2016, see section “Dividend Policy”)
5.9 Whistle Blowing Policy
(For more details in Annual report 2016, see section “Complaints/Whistleblowing”)
5.10 Board of Directors Profiles
(For more details in Annual report 2016, see section “The Board and Management Profile”)
5.11 Identification of Independent Directors
(For more details in Annual report 2016, see sections “Board of Directors”, “Management Structure” and “The Board and Management Profile”)
5.12 Disclosure of Directors Remuneration Criteria and Disclosure of Directors Remuneration on Individual Basis
The Company had determined remuneration for directors on clear and transparent basis. The Nomination and Remuneration Committee is responsible for considering and approving the said remuneration before presenting to the Board of Directors and the Shareholders’ Meeting for approval on yearly basis. The determined remuneration should be appropriate and consistent with the scope of duties and responsibilities of the directors and equivalent to the rate applied in the same industrial group and other leading industrial groups. The determined remuneration of the Board of Directors had been approved by the 2016 Annual General Shareholders’ Meeting. (For more details in Annual report 2016, see section “Remuneration for Directors and Executives”)
5.13 Policy and Criteria for Payment of Remuneration for High Ranking Executives
The Company had established a policy and criteria for payment of remuneration for Chief Executive Officer (CEO) through transparent consideration process based on performance assessment and the overall performance of the Company which had been assessed by the Nomination and Remuneration Committee before presenting to the Board of Directors for further approval. (For more details in Annual report 2016, see sections “Performance Appraisal of Top Management (Chief Executive Director)” and “Remuneration of Directors and Executives”)
5.14 Disclosure of Numbers of Board of Directors’ Meeting and Meeting Attendance of Each Member of the Board of Directors
(For more details in Annual report 2016, see section “Meeting Attendance of the Board of Directors in 2016 and 2015”)
5.15 Disclosure of Professional Knowledge Development and Training for the Board of Directors
(For more details in Annual report 2016, see section “The Board of Directors” – Training and Knowledge Development of Directors)
5.16 Disclosure of Related Transaction
(For more details in Annual report 2016, see section “Equitable Treatment Among Shareholders” – Connected Transaction and Related Transaction)
5.17 Policy for the Directors to Disclose/Report Trading of Shares/Holding of the Company’s Shares to the Board of Directors’ Meeting
Corporate Governance Committee required the first four (4) directors and executives to report their shareholding/trading of shares including their spouses and minor children to the Board of Directors’ Meeting.
5.18 Changes in the Shareholding of the Board of Directors and Top Management
|Name of Director||Position||Outstanding Shares
as of 30 December
as of 30 December
|1. Dr. Pisit Leeahtam||Chairman of the Board and Independent Director||103,500||1,329,900||1,226,400|
|2. Mr. Thongma Vijitpongpun||Executive Vice Chairman||1,214,000,000||-||(-1,226,400)|
|3. Mr. Weerachai Ngamdeevilaisak||Independent Director||-||-||-|
|4. Mr. Adul Chandanachulaka||Independent Director||-||-||-|
|5. Dr. Piyasvasti Amranand||Independent Director||-||-||-|
|6. Dr. Anusorn Sangnimnuan||Independent Director||-||-||-|
|7. Dr. Prasarn Trairatvorakul||Independent Director||-||-||-|
|8. Mr. Somprasong Boonyachai||Independent Director||-||-||-|
|9. Mr. Wichian Mektrakarn||Director||-||-||-|
|10. Mr. Lersuk Chuladesa||Director||19,500||-||(-19,500)|
|11. Mr. Prasert Taedullayasatit||Director||-||-||-|
|12. Mrs. Ratana Promsawad||Director||39,320,400||-||(-39,320,400)|
|13. Mr. Piya Prayong||Director||1,056,900||-||(-1,056,900)|
|14. Mr. Nimit Poonsawat||Managing Director Single Detached House Group||472,000||-||(-472,000)|
|15. Mr. Pakarin Dattibongs||Managing Director Condo Group 2||19,000||-||(- 19,000)|
|16. Mr. Amornpon Thupawirote||Managing Director Precast and Condo Construction||-||-||-|
|17. Mr. Charly Madan||Chief Financial and Risk Officer||-||-||-|
|18. Mr. Theeradej Kerdsamang||Managing Director Townhouse Group 1||-||-||-|
|19. Mrs. Surattana Jeeracheeweekul||Managing Director Townhouse Group 2||-||-||-|
|20. Mrs. Orranuch Ittikosin||Managing Director Premium High Rise Business||36,900||-||(-36,900)|
|21. Mr. Porntep Suppataratarn||Chief Supply Chain Officer||-||-||-|
|22. Mr.Karoon Laoharatanun||Chief Land & Business Development Officer||-||-||-|
|23. Mr. Manu Trakulwattanakit||Managing Director Premium Low Rise Business||-||-||-|
|24. Mr. Thitiphat Adilucktharadol||Managing Director Condo Group 1||-||-||-|
Remark : The shareholdings of Director’s spouse and minor children are presented in section “The Board and Management Profile”
5.19 Report on Vested Interest
The Company has a policy which requires all directors and executives to disclose their own vested interest including that of their spouse and related persons to the Board of Directors by submitting such information to the Company Secretary. Then, the Company Secretary will forward a copy of the report to the Chairman of the Board and Chairman of the Audit Committee within the period of 7 days counting from the date of receipt.
In the event changes was made to the said report, the director and Management must submit the amended report to the Company Secretary within the period of 3 working days counting from the date such changes had been made. Then, the Company Secretary will forward a copy of the amended report to the Chairman of the Board and Chairman of the Audit Committee within the period of 7 days counting from the date of receipt.
5.20 Policy on the Consideration and Approval of Important Related Transactions by the Board of Directors
In 2016, the Company had only one related transaction that needed to be considered and approved by the Board of Directors as follows: the Company is expected to rent a new Head Office (Pearl Bangkok Building) of TCT Company Limited in which Mr. Thongma Vijitpongpun is a major shahreholder. The new Head Office is located near Ari BTS Station which is less than 5 minutes in walking distance.
5.21 Internal Auditor
The Company hired an independent auditor who fulfilled the specified qualifications to become the Company’s Internal Auditor upon the approval of the Securities and Exchange Commission.The Company also disclosed the audit fee and other service fee of the Internal Auditor in the Annual Report. (For more details in Annual report 2016, see section “Audit Fees”)
5.22 Policy to Set Up Investor Relations Department
The Company had established and assigned Investor Relations Department as coordinator between the Company and shareholders, securities analysts, institutional investors, general investors, government sector and related parties based on equality and fairness by allowing them to meet with the Company’s Management as deemed appropriate and under the principle that the provided information had already been disclosed to the publice. In addition, the Company reported information via ELCID platform provided by the Stock Exchange of Thailand for displaying on its website www.set.or.th, including reporting information to the Securities and Exchange Commission as well as disclosing such information and other forms of information, both Thai and English, via the Company’s website www.pruksa.com under section Investor Relations.
In 2016, the Investor Relations Department had arranged several investor relations activities to ensure that the shareholders, securities analysts, investors and interested parties completely and constantly receive information of the Company as per the following details:
- Organizing Analyst & Investor Meeting to convey quarterly operating results 3 times a year, annual operating results once a year and annual business plan once a year, including organizing Annual General Shareholders’ Meeting once a year after the submission of financial statements and operating results analysis report to the Stock Exchange of Thailand and the Securities and Exchange Commission.
- Producing/publicizing information and documents pertaining to Annual Business Plan and the Company’s operating results to securities analysts, investors and interested parties on a quarterly basis.
- Allowing securities analysts and/or investors to have company visir or conference call with high ranking executives to discuss policies, strategies, business plans and financial information (already audited/reviewed by Certified Public Auditor and had already been disclosed to the Stock Exchange of Thailand and the Securities and Exchange Commission) as well as general information in accurate, complete and up-to-date manner and in compliance with the laws or regulations, including the progress of each project implemented by the Company. This may also involve exchanging of business views on regular basis for the benefits of investors in terms of decision making, including building credibility and good image for the Company. In 2016, there were a total of 29 company visits and 13 conference calls, including 1 plant visit and 11 project site visits.
- Allowing securities analysts and investors to have Precast Concrete Factory Visit which uses Semi-Automated Pallet Circulating System, the most advance sustem in Thailand, including visiting the Company’s projects such a single-detached house, townhouse and condominium projects.
- Attending the activities held by the Stock Exchange of Thailand such as SET in the city and Opportunity Day to provide information and answer to any inquiries raised by the shareholders, securities analysts and mass media.
- Participating in Roadshow activities within the country and abroad as per the invitation of various securities companies in order to provide information and anwer inquiries, including sharing business views among the shareholders, securities analysts and institutional investors. In 2016, a total of 6 Roadshows were held within the country and 4 Roadshows were held abroad.
- Allowing the opportunity to interview Top Management to be displayed on newspapers, journals and even television shows, including participating in activities carried out by Thai IR Club in order to exchange knowledge and experience to further develop the Company’s Investor Relations function.
For any inquiries, shareholders, securities analysts, investors, public secto and parties concerned can contact our Investor Relations Department at Email: email@example.com, Tel. 66) 2298 0101 ext. 1699, 1615, 1107..
The Company had established comprehensive internal control system and internal audit covering all aspects concerning finance, operation performance, compliance with relevant laws and regulations and risk management.
6.1 Internal control and internal audit systems
The Company required that its internal control system must be reviewed and reported by the assigned Management and established Internal Audit Unit, which is an independent unit, to be responsible for conduting internal audit on regular basis in order to control internal management and ensure that every executive and employee strictly complies with the defined rules and regulations as well as the Management Authorities Handbook. These are to be carried out under the supervision of the Audit Committee by the Head of Internal Audit, Mr. Premsak Vallikul. (For more details, see section “Board and Management Profile”)
6.2 Risk management
The Company’s Risk Management Policy requires that internal and external risk factors be reviewed on regular basis in order to contain risk within appropriate and acceptable levels. Such review shall cover strategic risks, financial risks, construction management risks, and other operational risks. The review shall also include assessment of risk exposure and possible impacts, preventive and impact mitigation measures, the assignment of responsible persons and the setting up of reporting and follow-up procedures. Risk Management Committee shall give advice on the guidelines and/or policies on handling of critical risks.
The Company has a firm intention to encourage all the executives and employees to adopt the same standard of conduct under the changing business environment. To achieve this, since 2006, the Company therefore declared the “Code of Conduct” to be used as guidance for practices alongside with the rules and regulations of the Company’s group under the framework of ethics, honesty and equality in creative ways by encompassing the safety and security of the society, community and environment, anti-corruption, anti-bribery, non involvement in political affairs and conflict of interest as well as respecting the laws and human rights principle. Each employee will be given a copy of the Code of Corporate Governance and Business Ethics provided with their signature for acknowledgement and compliance. The Company also assigned Human Resource Department to be responsible for ensuring that the directors, executives and employees have complied with the defined Corporate Governance Policy and Code of Business Ethics based on true understanding and acceptance.
In addition, the Company had made a VDO to disseminate and promote compliance with the said Code of Business Ethics, including using other internal channels of communication to raise awareness among employees. The VDO is also presented during the Orientation of new recruits. The Company constantly reviews its Code of Business Ethics to ensure its appropriateness. The Board of Directors also take part in the review or update of the Code by determining corporate vision, mission and values. The review is carried out on regular basis to ensure that the Management and employees share the same goal.
The Company has conducted the Compliance with Good Corporate Governance Principle and Code of Conduct manual through the Company’s website (www.pruksa.com)