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 is accountable to the shareholders for ensuring that the business of the Company is managed properly in the best interests of the shareholders and other stakeholders, society as well as environment. The Board of Directors has a key role in making sure that management commit themselves to performance excellence, with due consideration to the risk exposure of the Company.
- 1.1. Established Corporate Governance policy and business ethic handbook
The Board of Directors has established corporate governance policy and business ethics handbook for directors, the executives and employees of the Company by disclosure in the Company 's web site at www.pruksa.com, corporate governance topic. Directors, executives and employees were adopted and comply with its handbook. The Company would monitor by proving a training or seminar for all employees in the organization. After finished training or seminar, the employees have to do the post test whether the employees were understood and knowledge to solve the problem in case the real situation may happen. In addition, the employees have any questions, they can ask and share opinion together for clearly understanding
- 1.2. Corporate's vision, mission, culture and value
The directors have participated in set up corporate vision, mission, culture and value for executives and employees in order to have same objective and direction. In addition, it has reviewed and approved during last financial year in order to have the same directors for both executives and employees. (Details appear in Annual report 2015 section of vision, mission, culture and value of Pruska)
- 1.3. Board diversity policy
The Company emphasized on diversity of board structure for example professionals, specialists and genders. In 2015, the Company has prepared questionnaires on qualification and development of board of directors and disseminated to every board of directors. The survey will respond kinds of knowledge, skills, and experience that the Company new board of directors should have, in order to accommodate the restructure of organization in the future. At present, the Company plans to nominate female as board of directors further to have a variety of board structuring.
The Board of Directors of Pruksa Real Estate Public Company Limited, as of December 31, 2015 consists of 11 members with that are 10 males and 1 female with age range 30 -50 years old for 2 persons and age range over 50 years old for 9 persons. The Board of Directors included Independent Director and 6 non-Executive Directors. One of independence director, Mr Adul Chandanachulaka has experience in the Company business (5 Independent Directors: Dr. Pisit Leeahtam, Mr. Weerachai Ngamdeevilaisakand, Mr. Adul Chandanachulaka, Dr. Piyasvasti Amranand, and Dr. Anusorn Sangnimnuan as one -third of the entire Board of Directors and 1 non-Executive Director, Mr. Vichian Metrakan ) and 5 Executive Directors. Besides, Chairman of the Board of Directors (Dr. Pisit Leeahtam) and Chairman of the Executive Committee (Mr. Thongma Vijitpongpun) is not the same person and has different responsibilities. (Details appear in section of bibliography of Board of Directors and Executives in topic of responsibility of chairman of Board of Directors and responsibility of Executives)
- 1.4.Director Qualifications
Directors on the Board of Directors shall possess all the qualifications stated in the public company law and other related laws. They shall not possess any characteristic unsuitable to manage business which the general public is the shareholders pursuant to the section No.89/3 of the No. 4 Securities and Exchange Act B.E. 2551.
Directors must also have sufficient knowledge and a high standard of integrity and business ethics. In addition, they must be able to commit enough time to contribute their knowledge and expertise to perform their duties for the Company.
Independent Directors must additionally meet the independence criteria adopted by the Company and incompliance with the same qualifications in accordance with the Notification of Capital Market Supervisory Board.
Independent Directors are expected to be capable of safeguarding the interests of all the shareholders with fairness and without the conflict of interest including making unconditional opinions.
- 1.5. Term of service of being a Director
Number of term of being a Director
Board of Director’s term of service is fixed for three years. A period of one year is hereby defined as the period between the Annual General Meeting of Shareholders of the year of appointment and the Annual General Meeting of Shareholders of the following year. Upon the expiration of the term, a director may be re-elected by the shareholders.
Sub-Committees' term of service is in line with the term of the Boards'. Upon the expiration of the term, a committee may be re-elected by the Boards.
Number of consecutive term of a Director
The Company understands that all of their directors are qualified, knowledgeable, capable, ethical, and moral with good practices all through their services. If the Company's shareholders are still trust them so that they re-elect such directors to resume their services, the Company must comply with shareholders' rights. Thus, the Company doesn't strictly fix the number of consecutive term of being a Director.
However, according to the charter, the Board of Directors shall vacate office upon reaching the age of 72 years. The retirement of the Board of Directors would be effective at the end of the Company fiscal year.
- 1.6 Board of Director meeting
To set the date for the Company's Board of Director and Annual General Shareholders' Meeting in advance
The board of director has set the Meeting date for the Company's Board of Director and Annual General Shareholders' Meeting in advance every year and has communicated the said matter to every director, so that all directors can allocate their time and attend the meeting. In the Board of Director and Annual General Shareholders' Meeting, every Directors of the Company also contributes their consideration in agenda selection.
The main agenda of Board of Director meeting is report of the chairman, pending issues from previous meeting, issues for acknowledgement and issues for review or approval.
The main agenda for the Annual General Shareholder's meeting is annual performance report consideration, the Company's financial statement consideration and approval, the allocation of the net profit and dividend payment consideration and approval, the consideration and appointment of Board of Directors to replace the out of position Board of Directors, the determination of directors' remuneration approval and auditor appointment and also determination of auditor fees and other issues consideration and approval.
Minimum number of directors present at the time of vote casting
The Company set up policy during vote casting by the Board of Directors, there must be at least 2/3 tiers of the total number of Directors present.
- 1.7. The disclosure of audit committee meetings in a year
(Details appear in Annual report 2015 section of the attendance of Board of Directors in 2015 and 2014)
- 1.8 Strategic Planning of the Company and the Implementation
Every year in the Board of Directors Meeting, the Committee jointly considers the annual strategic planning for the next five years. In the past year of 2015, the Committee jointly considered the annual strategic planning for the 2016-2020 period. Thereafter, the Committee will follow-up that the Management has implemented the said strategic planning or not. The Management has to report about the planning of the said strategic planning to the Management Group, the Board of Executive Directors, and Board of Directors of the Company respectively on a monthly basis. In the meeting, each group will set an agenda to acknowledge the status update in each month and to review the strategic planning each quarter so that the Management Group, the Executive Director Committee, and Company Board of Directors can provide suggestions on matters that improvements and corrections are deemed necessary.
- 1.9 Sub-Committees
The Company has established Sub-Committees pursuant to the regulations of the SET for example the Audit Committee. Furthermore, the Company has also established the following Sub-Committees to carry out duties as assigned by the Board of Directors for example the Risk Management Committee for organization level, the Corporate Governance Committee, and the Nomination and Remuneration Committee.
- 1.9.1 Audit committee
- 1.9.2 Risk Management Committee for organization level
- 1.9.3 Nomination and Remuneration Committee
- 1.9.4 The 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 the accuracy and completeness of the financial statements, approval for any change in audit's principal and significant audit practice and the reports with adequate and effective internal control and internal audit system; reviewing the independence of internal audit and also approve the appointment, removal and termination of the Chief Internal Auditor or any other function responsible for internal auditing, reviewing internal audit report to Management, including reviewing management's comment toward auditing issues. Furthermore Audit Committee has unrestricted access to management, corporate staff and related information. Considering the disclosures of information, connected transaction(s) and transactions with a potential conflict of interest pursuant to laws and the regulations of the Stock Exchange of Thailand to ensure the reasonableness of the transaction and to the benefit of the Company; Preparing the Audit Committee Report for disclosure in the Company's Annual Report; Reviewing to ensure compliance with the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand or laws and regulations relevant to the business of the Company, Making recommendations on the appointment of external auditors of the Company; Reviewing charter at least once a year and propose their remuneration for consideration of the Board of Directors; Performing any other tasks within the scope assigned by the Board; Reviewing and giving opinions in an independent and objective manner on any internal auditing tasks performed by Internal Audit Department whom directly report to Audit Committee; and Consulting regularly with the external auditors.
The Risk Management Committee for organization level has the duty to acknowledge and to provide suggestions on the policy, strategy, and directions in order to manage organizational risk, reviews the risk management plan of the Management, including risk management process at the organizational level, to acknowledge critical risks and to review whether the Management has appropriately responded to various risk types or not, and to follow up the operational results according to the framework risk management at the organizational level.
The Nomination and Remuneration Committee has the duty to establish policy and criteria for selection, and to consider the selection of Company's Board of Directors, the Sub-Committee, the Chief Executive Officer, the Executive Managing Director, and the Managing Director, for submission to the Company's Board of Directors for approval, and/or for submission to the Annual General Shareholders' Meeting for approval. The Nomination and Remuneration Committee also has the duty to establish policy and criteria for determining the necessary and appropriate compensation, both in the monetary and non-monetary forms. In addition, the Nomination and Remuneration Committee also has the duty to establish performance evaluation criteria, to review policy and criteria for selection and to decide on compensation, including a systematic payment appropriate for the duty and responsibility, always in accordance with the Company's performance and market conditions.
The Corporate Governance Committee has the duty to consider, review, and submit to the Board of Directors for approval of a good governance policy, business ethics, policy for social and environmental responsibility, policy for long-term development of the Company, and any other policies and procedures to support the Company's continuous performance in compliance with the good governance practice. The Corporate Governance Committee also oversees that the Management implements the said policy and procedures for the development of the Company in a continuous manner. It also follows up and reviews different work processes within the organization for compliance with ethics and good governance, follows up and instructs in case the Management and the employees have any issues for not complying to the established policies and procedures, follows up and reports on the organizational performance according to the corporate governance policy and other policies related to the Board of Directors and external organizations as appropriate.
The Executive Committee has the duty to formulate policies, goals, strategies, work planning, fiscal budget, and various executive authorities of the Company for submission to the Board of Directors for approval, to oversee business performance of the Company for operational effectiveness and favorable to the business ambiance. The Executive Committee also provides consultation and suggestions on management to the High Ranking Executives.
It also approves payment for investments, financial activities with financial institutions, purchase and sale or registration of properties for the usual business of the Company; still, it sets up the organizational structure for effective management, supervises and approves matters pertaining to the organizational performance including screening all matters to be submitted to the Board of Directors, except for matters under the duty and responsibility of other Sub-Committees.
- 1.10 Inviting High Ranking Executives to the Meeting
According to the Company's policy, the High Ranking Executives are only invited to the Company's Board of Directors Meeting under the concerned agenda, so as to provide additional details and be accorded the opportunity to meet the Board of Directors. This also provides a base for succession planning.
- 1.11 Charter of the Board of Directors and Sub-Committees
In order for the performance of the Board of Directors and the Sub-Committees to be clearly stipulated, the Company has created different charters for the Board of Directors and the Sub-Committee members. These include charter for the Audit Committee, charter for the Risk Management Committee, charter for the nomination and Remuneration Committee, charter for the Corporate Governance Committee, and charter for the Executive Committee. The subject matters of each charter will be categorized into different sections which are continuously reviewed for further improvements, such as the sections on objectives, constituting factors and characteristics, agenda on the tenure, authorization and duty, responsibility, meetings and meeting members, minutes, the details of which are shown in the Company's website at www.pruksa.com.
- 1.12 Orientation for new committee or Knowledge Development and Training for Board of Directors
A newly appointed director shall be firstly served their first orientation so he or she is adequately informed of the rules and regulations and also business of the Company including any relevant information for business operation before perform duty. In addition, the Board of Directors shall participate in training courses regularly in domestic and aboard for example attended training course of Thai institute of directors, Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC) and other courses that operated by private or public sectors including field study on current places such as visiting construction projects of the Company, site visit at precast factory. In addition, the Company also surveyed directors that each director require any training or knowledge development both domestic and aboard. Therefore Board of Directors can contribute to the efficient oversight of the business.
Training and seminar activities in 2015
During 2015, two Board of Directors participated in training course or seminar to enhance their knowledge that were
- (1) Dr. Pisit Leeahtam was trained in Corporate Governance for Capital Market Intermediaries- CGI 2/2015 which organized by Thai Institute of Directors (IOD).
- (2) Mr. Prasert Taedullayasatit was trained in high level of executive program which organized by Capital market academy.
- 1.13 Training that related duties of Board of Directors
The Company has regularly continued to support each director to participate training program. In addition, from the total of 11 company's directors, eight directors have attended the Director Certification Program (DCP), six attended the Director Accreditation Program (DAP), one attended Audit Committee Program (ACP), one attended the Role of Compensation Committee, one attended Successful Formulation & Execution of Strategy, three attended Finance for Non-Finance Directors, one attended Monitoring the System of Internal Control and Risk Management (MIR), one attended Monitoring the Quality of Financial Reporting (MFR), one attended Chartered director Class and one attended DCP Refresher Course. All of such programs are arranged or advised by the Thai Institute of Directors (IOD).
- 1.14 Internal Control Policy / Risk Management Policy
The Company gives high priority to the Internal Control Policy and the Risk Management Policy. The Audit Committee has the duty to check the assessment on sufficiency of internal control so as to achieve sufficient and appropriate internal control for business undertaking. The operational framework for internal control based on the standards of COSO (The Committee of Sponsoring Organizations of the Tread Way Commission) is applied in the development and improvement, coupled with the Company's framework on Enterprise Risk Management (ERM). This serves as a tool for the Management in achieving a more complete internal control and risk management systems. (Please refer to more details in Annual report 2015 the Section on Internal Control and Risk Management).
- 1.15 The Provision and Disclosure of Internal Control and Risk Management Systems
The Company Board of Directors has provided and has disclosed the internal control and risk management systems of the Company. A procedure has been established in dealing with key risks to cover the entire organization. There is a process for efficiency consideration or assessment at least once a year and at any period where it is found that the level of risk has changed, which includes the importance given to the pre-triggered signs of alarm and any abnormalities. The Company Board of Directors or the Internal Audit Committee has given the opinions on the sufficiency of the internal control and risk management systems of the Company in the Annual Report. (Please refer to Annual report 2015 the Section on Internal Control and Risk Management).
- 1.16 Opinions on the Sufficiency and Appropriateness of Internal Control and Risk Management of the Company by the Company Board of Directors
The Company Board of Directors is of the opinion on the sufficiency of the internal control system of the Company that there is a sufficient and appropriate system of internal control and risk management. (Please refer to Annual report 2015 the Section on Internal Control and Risk Management).
- 1.17 Company Procedure for Key Risk Management
The Company has a Corporate Risk Management Committee at the organizational level that has the duty to provide suggestions to the Management in the establishment of framework and guidelines for handling and overseeing risk in a systematic manner. The Company Board of Directors and the Management have given importance to risk management by requiring that assessment on risk factors and preventive measures be made in order to minimize impact on the Company's business undertaking. In the Risk Management Meeting at the organizational level, representatives from each operational line reports on their actions done with regards to risk management. This is to allow the Risk Management Meeting at the organizational level to listen to the problems or obstacles in their undertakings, including additional points of remarks and suggestions.
In addition, the Company has also established the Business Continuity Management (BCM) plan as guidelines for development of supervising the management of business continuality for the Company so that the Company can pursue its business on a continual basis and minimize the impact from various aspects when confronting such situations. Thus, experienced advisors with expertise have been engaged to the project. (Please refer to Annual report 2015 the Section on Internal Control and Risk Management).
- 1.18 Compliance Unit
On July 1, 2014 the Company established Compliance Unit, which has internally been named "Corporate Governance or CG Management". The main function of Corporate Governance and Compliance units are as follow:
- (1) To set up the principle of good governance practice in compliance with the Company's vision and mission representing accountability, transparency, and efficiency in management system. This helps build trust and confidence among Shareholders, Investors, Stakeholders, and all parties concerned.
- (2) To set up the structure and relationship process among Directors, Management, and Shareholders. This will build the Company's competitiveness and leads to the growth and increase in long-term shareholder value, with regards to other stakeholders.
- 1.19 The establishment of Internal Audit Department
The Internal Audit Department was established by the Board of Directors. Mr. Premsak Vallikul, Senior Vice President of Internal Audit is Chief of Internal Audit Department. In order to work independently, Internal Audit Department shall report directly to the Audit Committee as determined by the Board of Directors. The Audit Committee is responsible for reporting to the Board of Directors in respect of its primary performance and operational performance, or views on relevant subjects such as the disclosure of the number of Audit Committee's meetings per year, assessment and review of the internal control system, connected transactions, nominating the auditors, review of financial report, and supervision of rules, regulations, policies, including the Audit Committee's conclusion/opinion on the overall operation. (Details appear in Annual report 2015 the section of the attendance of the Audit Committee in 2015 and 2014, and the section of Audit Committee Report).
- 1.20 Conflict of Interest policy
The Board of directors attaches great importance to proper management of conflicts of interests of parties concerned in both corporate level and employee level, handling them in a careful, fair, transparent manner and set up policy and best practice in handling the conflict of interest. Full disclosure of information thereof is required in all cases.
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 room or no vote in that agenda.
The Company's Conflict of Interest Policy:
- Employees shall avoid conflict between personal interest and the Company's interest when dealing with customers and any other parties.
- In case an employee is a 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 work duty directly.
- Employees shall not be a partner or shareholder who has the power to make decision, or an executive of another organization which is a competitor or has similar business with the Company. However, in case of necessity, the employee shall immediately inform the manager.
- During service with the Company or after termination, the employee shall not disclose information deemed confidential of the Company to any other beneficiary parties, whether it be electronic information, financial information, operational information, business information, future work plan of the Company, etc.
- In case where the employee or other members of their families become stake holders or shareholders of any organizations that may have or may create business conflict to the Company, the employee shall inform his manager in writing.
- The employee shall not take a loan from the business partners that the Company has business with, except for financial institutions, as this may have influence on the employee performance in lieu of the Company's representative.
- The employee shall avoid getting involved in activities that may lead to conflict of interest with the Company, or that may lead to financial commitment in any aspect with persons having relationship business with the Company, or with employees of the Company.
- The employees are prohibited to pay or to give the Company's assets to any other parties without prior approval from the Authorizers.
- All employees shall be devoted and shall devote their time to the activities of the Company. In case of need for a second job to increase their earnings or for other purposes outside of the working hours, such job shall:
- 9.1 not be against the Law or in conflict with peace and morale of the population;
- 9.2 not be a conflict of interest to the Company;
- 9.3 not undertake competitive or similar activities with the Company;
- 9.4 not damage the reputation or the activities of the Company;
- 9.5 not use the Company confidential matters; and,
- 9.6 shall not impact employees' own duty.
- 1.21 The Board of Directors, Non-dependency of the Management
The Board of Directors is free to provide opinions on the performance of the Management in order to reach the utmost benefits for the Company and the Shareholders. There is a clear segregation of duty and responsibility between the Board of Directors and the Management. There is at least one member of the Board of Directors (Independent directors) who is not an executive director and is experienced in the essential industry in which the Company operates (Details appear in duty and responsibility of Board of directors and vice president).
- 1.22 Approval powers of the Board of Directors
Apart from the Board of Directors' powers prescribed by law and regulations, the Board of Directors has the authority to approve any matters as defined in the charter of the Board of Directors as follows:
- To consider approval of the business policies, targets, operational plans, business strategies, and annual budget of the Company.
- To consider appointment of a person who possesses qualifications and does not possess any prohibited characteristics under the Public Company Act B.E. 2535 (1992) and the laws governing the Securities and Exchange, including any relevant rules, regulations and/or notifications of appointment of Director in case of vacancy due to a cause other than retirement by rotation.
- To consider appointment of Independent Directors by taking the following factors into consideration: qualifications and prohibited characteristics under the laws governing the Securities and Exchange, notification of the Capital Market Supervisory Board, including relevant rules, regulations and/or notification of the Stock Exchange of Thailand or to propose to a shareholders' meeting for such appointment.
- To consider appointment of Audit Committee members who have qualification under the laws governing the Securities and Exchange, notification of the Capital Market Supervisory Board, including relevant rules, regulations and/or notification of the Stock Exchange of Thailand.
- To consider appointment of Executive Directors from among Directors or the Management of the Company, or outsiders and to prescribe the scope of their roles, powers, duties, and responsibilities.
- To consider appointment of Sub-Committees to assist in the operating according to the Board of Directors' responsibilities.
- To determine and make a change in names of authorized signatories.
- To appoint any other person to manage the Company under the control of the Board of Directors or to grant the mentioned person powers, so he/she has such authorities and/or within time period as the Board of Directors deems appropriate. The Board of Directors may cancel, revoke, alter, or amend such granted powers.
- To consider approval of transactions relating to acquisition or disposition of assets, except where such transactions shall obtain shareholders' approval at a shareholders' meeting. Such approval must be in compliance with the notification of the Capital Market Supervisory Board, and/or relevant rules, regulations and/or notification of the Stock Exchange of Thailand.
- To consider approval of connected transactions, except where such transactions shall obtain shareholders' approval at a shareholders' meeting. Such approval must be in compliance with the notification of the Capital Market Supervisory Board, and/or relevant rules, regulations and/or notification of the Stock Exchange of Thailand.
- To consider approval of interim dividend payment when sufficient distributable profits are available and to report such payment to shareholders at the next shareholders' meeting.
- 1.23 Appraisal of Board of Directors (whole group and individual) and Sub-Committees' Performance
The Company is stipulated that the performance of the Committee members and the Sub-Committee members must be evaluated at least once a year, by appraisal the performance of the Committee as a whole and each individual member, for the usefulness to the overall performance of the Board of Directors. This will also show the main subject matters that the Board of Directors believes to be more useful to the Company than in the current situation. The objective of the performance appraisal is to increase the efficiency of the Board of Directors and Sub-Committees, including the useful implementation of the evaluation results for improving the duty of the Board of Directors and Sub-Committees.
The process in appraisal board of directors (whole group and individual) and sub-committees
At the end of the year, the Company Secretary and secretary of sub committees such as audit committees , Risk Management Committee for organization level, Nomination and Remuneration Committee, Corporate Governance Committee and Executive Committee, shall send the Board of Directors and sub committees performance appraisal form so that Directors evaluate their performance annually. Each Director shall complete the performance appraisal form and send it back to the Company Secretary and secretary of sub-committee who shall collect, summarize, and report the annual performance appraisal results to the Board of Directors or sub-committee.
Criteria for Evaluating the Board of Directors (whole group and individual) and sub-committee Performance
Score Range Performance 85 – 100 Very Good – Excellent 75 - 85 Good 65 - 75 Quite Good 50 - 65 Fair Below 50 Poor
Consideration factor in evaluating performance of the Board of directors and sub-committees
To evaluate the performance of the Board of Directors and sub-committee , factors taken into consideration as follow
- Qualifications and structure 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 Board of Directors
- Performing duties in accordance with good corporate governance
- Opinion conclusion
The result of average evaluating performance of Board of directors and each sub-committee
- The result of evaluating performance of Board of director was 88.66 percent, achieved very good- excellent
- The result of evaluating performance of Executive committee was 92.14 percent, achieved very good- excellent
- The result of evaluating performance of Audit committee was 97.89 percent, achieved very good- excellent
- The result of Risk Management Committee for organization level was 87.75 percent, achieved very good- excellent
- The result of Nomination and Remuneration Committee was 83.25 percent, achieved good
- The result of Corporate Governance Committee was 94.31 percent, achieved very good- excellent
- 1.24 Appraisal of Chief Executive Officer's Performance
The Nomination and Remuneration Committee appraises the work performance of highest ranking of Chief Executive Officer from the Company's performance at the end of the year. The results of appraisal are confidential and non-disclosure. The practice according to the policy assigned from Board of Directors. The Company can get the result to set the Chief Executive officer's compensation.
- 1.25 Chief Operating Officer's Remuneration Policy
The remuneration is paid to Chief Operating Officer in both the long and short term based on the Company's transparent and fair appraisal process. The Nomination and Remuneration Committee is responsible for appraising Chief Operating Officer's performance by taking the following factors into consideration: performance appraisal scores, the Company's operational performance, and his carrying out other duties as assigned by the Board of Directors (Details appear in Annual report 2015 the section of the appraisal of Chief Operating Officer's performance, and the section of remuneration of directors and management).
- 1.26 Remuneration Structure for Non-Executive Board
The remuneration structure for Non-Executive Board has been disclosed by the Board of Directors. The remuneration must be approved by board of directors before the proposal to Annual General Shareholder Meeting for consideration and approval. (Details appear in Annual report 2015 the section of remuneration of directors and management).
- 1.27 Remuneration Structure for Executive Board/ highest level of Executives
The remuneration structure for Executive Board/ must be approved by the Board of directors and proposed to Annual General Shareholder Meeting for consideration and approval. For the remuneration structure highest level of Executives shall be determined the appropriate remuneration by the Nomination and Remuneration Committee in both financial and non financial remuneration to motivate and retain quality personnel to work with the Company in long term. (Details appear in Annual report 2015 the section of remuneration of directors and management).
- 1.28 Role of Chairman of Executive
The Board of Directors disclosed role of chief executive (Details appear in Annual report the section of role of Chairman of Executive)
- 1.29 Propose, appoint and terminate the external auditor and internal auditor
The Audit Committee has right to consider, select, propose, appoint and terminate the external auditor to act as auditor of the Company as well as propose, appoint and terminate internal auditor.
- 1.30 Board of Director who is non-executive director and has experience in the Company‘s business
The Company has non-Executive Board of Director, Mr. Adul Chandanachulaka, with working experience in related to the Company‘s business. He was board of director in Jalaprathan Cement Plc during 2000-2002 (Detail appear in Annual report 2015 the section of Board of Directors and executive).
- 1.31 Violation of regulations of Security Exchange Commission and Stock Exchange of Thailand
The Board of Directors set the policy to operate business in accordance to law and regulation of the Security Exchange Commission and Stock Exchange of Thailand and etc. Therefore, there is no any record of illegal acts against the law and other relevant legislation during the past year.
- 1.32 Succession Planning for the Top Executive
In case the Top Executive of the Company cannot perform his function, the Company has set up a succession planning for the said position by having the second-in-command executive or an executive in similar position be in charged until the selection process can be made to select a person fully qualified under the law. The person must have the knowledge or capability, attitude, and experiences suitable to the Company, under the consideration of The Nomination and Remuneration Committee in order to present to the Board of Directors and/or the shareholders for approval of the substitute position.
- 1.33 Criteria for appointment process for new Directors and High Ranking Executives
In case of vacancies for the positions of Director and High Ranking Executive of the Company, the Company has a transparent criteria and process in selecting a Director and a High Ranking Executive. The Nomination and Remuneration Committee will follow the procedures of selecting a new Director and a new High Ranking Executive by considering their characteristics, knowledge and capability, work experiences, necessary skills which are lacking among the existing Board of Directors and among other High Ranking Executives, to be of any gender, who are ready to sacrifice their time for the work, but who do not possess any characteristics forbidden by the law, while having the good governance principles. 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 Committee and also has Board skill matrix for set up qualification of Nomination and Remuneration Committees by considering necessary skills of non-expertise Board of Directors skills. Corporate, for example, has strategy to operate other business apart from existing business. The Company, as a result, have to select qualified and experience nominated directors matched to new business the Company intends to operate further for proposing to the Board of Directors and/or the Annual General Shareholders' Meeting for approval in each case. Those are the process of appoint Board of Directors
- 1.34 Approval powers of the Board of Directors
The Company remunerates the directors for their service at an appropriate and motivating level in order to retain quality 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, for approval by shareholders annually. Management directors shall only be remunerated only for their service in the capacity of Management. Such remuneration shall be based on the Company's operation performance and their individual performance.
- 1.35 The Non-Executive Board Meeting
The Board of Directors has assigned the Non-Executive Board members to hold meetings as appropriated without any management (both Board and non-Board). The purpose is to open review any issues (business and non-business) that are of interest. In 2015, there is only one meeting on 15 December 2015.
- 1.36 Position held in Other Listed Company of the Chief Operating Officer
The Company stipulates that Chief Operating Officer can hold only one position in a listed company which is Pruksa Real Estate Public Company Limited.
- 1.37 The disclosure of list of independent directors
The Company has disclosed the list of independent directors at the end of the year. The Company will clearly disclose for who are independent directors (The details appear in Annual report 2015 the section of Management structure section, Board of directors).
- 1.38 To an employee or partner of the company's external audit
During the past two years, none of Board of Directors and top executives of the Company have been company's officers or partners of the Company's external audit.
- 1.39 Position held in Other Listed Company of independent directors
The Company stipulates that independent directors unable to hold director position for more than 5 listed companies (The detail appears in Annual report 2015 the section of Board of Directors and Executives).
- 1.40 Position held in Other Listed Company of Company's Executives
The Company stipulates that Company's executives unable to hold position for more than 2 listed companies (The detail appears in Annual report 2015 the section of Board of Directors and Executives).
- 1.41 Appointment of a Company Secretary
The Board of Directors appoints a person as Company Secretary whose responsibilities are providing advice to Directors in regard to laws and regulations, and supervision of activities of Directors, including following up on the implementation of resolutions of Directors. The Company Secretary's information, roles, and duties have been disclosed by the Company (see more details in Annual report 2015 the section of Company Secretary and the section of Company Secretary's profile).
- 1.42 Participation in Thai Private Sector Collective Action Coalition Against Corruption
The Company is committed to conducting its business with integrity and transparency, and will not engage in corruption. As a result, the Company has announced its intention of participating in Thai Private Sector Collective Action Coalition against Corruption on 1st September 2014.
In the past year of 2015, the Company promoted activities for employees to combat against corruption by showing that corruption has very bad impact on the quality of house delivered and the service to customers. Any employee who finds information on fraud, corruption, stakeholder of the work, or the claims on compensation, can escalate/provide information/demand justice. The Company considers that such employee plays an important role in helping the organization and will be rewarded with a price up to Bt30,000 per case with a Certificate of Honor from the CEO. Accordingly, the Company's policy is to keep confidential such information and the information provider, and also has set protective measures for the information provider against troubles thereof.
After the Company announced on 1st September 2014 its intention to join the private sector in combating against corruption, the Company has established the following procedures:
- In 2015 the Company was assessed on the sustainable development of Anti-Corruption policy by the Thai Path Institution with the Support of the Securities and Exchange Commission, as the "3-Established" level. This implies that the level of policy that the Company has established in order to assess the risk level of the business, to indicate the performance of the Company, or that of an affiliated company that runs the risk of involvement in corruption, to communicate and to train employees for knowledge of policy and procedural guidelines in combating against corruption. This includes the check and control on the implementation of the policy and that there is a review on the appropriateness of the policy by the Company Board of the Directors at least on an annual basis.
- On December 15, 2015 the Control Self- Assessment of 71 items was submitted to the Company Board of Directors for signature.
- Between January 15-31, 2016 the Company Board of Directors reviewed and approved before submitting the application to participate in the Task Force of the Thai Private Sector Combating Against Corruption.
- Pending result of the checking and approval from the Thai Corporate Institution. Result is expected to be known by March 31, 2016.
- 1.43 None of fraud conviction/Breach of Ethics and Corporate Governance and notoriety
In 2015, the Board of Directors, the Management, and employees did not commit any offense against fraud or breach of Ethics or violated regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. In addition, there were no Executives resigning due to both Corporate Governance issues and notoriety issues resulting from failure to oversee those issues.
Recognizing the importance of the rights of shareholders, the Company refrains from any act that may violate or curtail the rights of the shareholders, for instance, rights to receive equally dividend paid from net profit, rights to repurchase the Company's shares, rights to propose agenda of the meeting and submit the questions in advance for any meeting's agenda, rights to attend shareholders' meeting and vote, rights to grant proxy to anyone to attend the meeting and vote on behalf, rights to ask make comments and ask questions in the shareholders' meeting, rights to appoint directors individually, rights to consider the remuneration for directors and rights to appoint external auditors and determine auditors' fees, etc.
2.1 Basic rights of Shareholders
Recognizing the importance of the rights of shareholders, the Company refrains from any act that may violate or curtail the rights of the shareholders, or ignore an equitable treatment to shareholders. The Company takes into the consideration of shareholders liberty for instance, rights to receive equally dividend paid from net profit, rights to repurchase the Company's shares, rights of communication, rights to propose agenda of the meeting, rights to propose name of Board of Directors, rights to submit the questions in advance for any meeting's agenda, rights to attend shareholders' meeting and vote, rights to grant proxy to anyone to attend the meeting and vote on behalf, rights to ask make comments and ask questions in the Annual General Shareholders' Meeting, rights to vote for appoint directors individually, rights to consider the remuneration for directors and rights to vote for appoint external auditors and determine auditors' fees and freedom of communication. Moreover, if any shareholder agreement may have significant impact to the company or other shareholders, the Company will promptly disclosure.
2.2 Right to Consider Compensation to the Members of the Board of Directors
The Company's Shareholders have the right to consider on an annual basis, the compensations for the Board of Directors in all aspects, whether in cash or non-cash, such as fix compensations, meeting allowances, bonus/on-time compensation for retirement, and special benefits, i.e., group insurance benefits.
The Company has clear policy and principles in the consideration process before submission of the compensation review to the Shareholders. The consideration process involves screening the appropriateness in different aspects by comparing with the same industry, meeting plan for the Company Board of Directors and each sub-committee such as the Executive Committee, Audit Committee, Company-Level Corporate Risk Management Committed, Recruitment and Compensation Committee, and Good Corporate Governance Committee, including business growth and profit growth of the Company. All these must be approved by the Recruitment and Compensation Committee prior to being submitted to the Shareholders Meeting for approval.
2.3 Annual General Shareholders' Meeting
- 2.3.1 The meeting policy: Set Date, time, and venue of the Annual General Shareholders' Meeting for facilitating and enhancing participation from all shareholders including institutional investors
The organization of the Annual General Shareholders' Meeting is set to be held within four months from the annual financial statement closing date. The Company will fix the date, time, and place where the meeting will be held. The facility offered is deemed to support all groups of shareholders including Institutional shareholders to join the Annual General Shareholders' Meeting of the Company. The policy is to avoid holding meetings on holidays and commercial bank holidays. The meeting start at 8:30 am till 16:30 pm, and will allow for every shareholders to register or to send a power of attorney to the Company for pre-registration. The meeting will be held in Bangkok Metropolis or in the area where the Head Office is located so that the shareholders can easily join the meeting. Information on the date, time, place, and agenda, will be provided with description and reason in each agendum, or to support a consensus specified in the invitation to the Annual General Shareholders' Meeting or in the attachments to meeting agenda without limiting the opportunity of the shareholders to learn about the Company's information.
The Company may call an extraordinary meeting of the shareholders if the Board of Directors deems this necessary.
In 2015, the Company held Annual General Meeting on April 28, 2015 at 10:00-11:45 am, at 10th floor, Banyantree Ball Room at 21/100 South Sathorn road, Sathorn, Bangkok. The Company facilitates the shareholder meeting by select the hotel in CBD area where is easy accessed by BTS and MRT. The hotel map was enclosed with the invitation letter. The Company also coordinate with Institute shareholders regarding to the advanced delivery of proxy for the accuracy review prior the meeting date and facilitate the meeting.
- 2.3.2 Stamp duty service
In order to facilitate a proxy who attend a shareholder meeting, stamp duty will be supplied without any charge at registration desk in order to reduce burden for shareholder to bring stamp duty.
2.4 The Company's shareholding structure
Shareholding structure is proved that the Company has mechanisms to prevent the management or the authorities from taking over business which they will use as a shield to protect themselves due to lack of efficiency and transparency in management such as mechanisms consist of neither shareholding of the Company's affiliates and nor pyramid shareholding structure of the Company's affiliates. In addition, the proportion of free float share is both greater than that specified by law and higher than 25.0%. In 2015, the Company has free float of 30.54%.
2.5 Offering the opportunity for the shareholders to present agenda, to propose Board of Directors' name or to send questions prior to the meeting date
The Company offers the opportunity for the shareholders to add items to the meeting agenda, to propose Board of Directors' name or to send questions about the Company prior to the meeting date. The Company also clearly specifies the communication channel and the regulations for fair treatment and transparency in consideration and informing the shareholders, including publicizing of the regulations on the Company's website.
For the 2016 Annual General Shareholder's Meeting, the Company will invite the shareholders to propose agenda items, propose Board of Directors' name or submit the matters they wish to propose for consideration at the meeting in advance, since 15 September 2015 till 30 December 2015. The Company announced such notice to Securities Exchange of Thailand (SET) and on its website www.pruksa.com on part of “Investor Relations”.
2.6 The process on Annual General Shareholders' Meeting
- 2.6.1 Shareholders' attendance and Registration Process
In attending a meeting, shareholders should carry a document showing their identity, for example, an ID card or passport. In case of attendance by a proxy of a natural person, the documents of the appointer must also be produced, i.e. a filled-out proxy, a copy of ID card or passport. In case of proxy of a juristic person, the documents of the appointer must be produced, i.e. a 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 meeting time.
- 2.6.2 Chairman of Board of Directors, Chairman of Sub-Committees and Highest Ranking Executives' attendance in Annual General Shareholders' Meeting
The annual General Shareholders' Meeting is considered very important and the directors will normally attend such a meeting, which is usually chaired by the Chairman of the Board of Directors. In addition, the Chairman of each sub-committee, Highest Ranking Executive (Managing Director), the first four executive lists and the Company's auditors or representative and legal advisors will also attend the meeting to listen to comments and answer queries of the shareholders.
The name of the Directors No. of attended and Rights to attend Annual General Shareholders' Meeting 2015 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 .Mr. Kanchit Bunajinda * 1/1 7. Mr. Wichian Mektrakarn 1/1 8. Dr. Anusorn Sangnimnuan 1/1 9. Mr. Lersuk Chuladesa 1/1 10. Mr. Prasert Taedullaysatit 1/1 11. Mrs. Rattana Promsawad 1/1 12. Mr. Piya Prayong 1/1
* Mr. Kanchit Bunajinda resigned from position as director of the Company effective on September 17, 2015.
- 2.6.3 Defining the Meeting Agenda
For the Annual General Shareholders' Meeting, in case where an agenda has several items, the Company will set the meeting agenda separately and clearly, and will provide for resolution for each item, such as the election of BOD members, power and authorization, and compensations.
The Company avoids to add “others” agenda that is not specified in the Meeting agenda in advance as it might not be fair to other shareholders who are not present at the Meeting. In 2015, the Company did not add “Other” agenda in the meeting agenda.
- 2.6.4 Vote Checkers
The Company provides independent individuals for counting and checking the votes in the Annual General Shareholders' Meeting, including disclosure to the Meeting and recording in the Meeting Minutes.
- 2.6.5 Announcement of Procedures in Vote Counting and Offering of Opportunity for Shareholders to Query/Comment
For the Annual General Shareholders' Meeting, the Company will inform about the method of vote casting and counting to the shareholders prior to the start of the meeting according to the agenda, by separating the counting method for those who come to the meeting in person, and those who have delegated, with ballot sheet for shareholders to vote, for disagreeing shareholders, and for abstaining shareholders. In voting for the committee members, the Company allows for the shareholders to vote by individuals by using the vote cards so that shareholders can truly vote for the committee member of their choice. And during the meeting, every shareholder will have equal opportunity to present their views and discuss within appropriate time frame. The Company will count 1 to 1 vote and will consider the highest vote side to be the resolution. If the votes are equal, the Chairman of the meeting will have the final vote in addition to voting in the right as a shareholder.
- 2.6.6 The Use of Ballot Sheet
The Company supports the use of ballot sheet both for the main agenda in general by law, and for important agenda such as marking of items, acquisition or sale of assets, etc. for transparency and audit purpose in case of future objections.
- 2.6.7 Recording of the Meeting Minutes
The Company records that it has informed the shareholders of the voting method, vote counting, and use of ballot sheet prior to the meeting. The Company also informs about the name list and the position title of the Directors present at the meeting, Directors who sent their apologies, and questions, answers, replies, opinions, resolution of the meeting for each agenda. Voting is divided into agreeing, disagreeing, and abstaining votes. All these are recorded in writing in the meeting minutes in details so as to inform shareholders who didn't attend meeting and to recheck on the participation of the Board of Directors in each Shareholder's Meeting. In case where any member of the Board of Directors has a stake in a particular agendum, the said member shall not be present at the meeting and therefore has no voting right thereof, except for election voting or voting for removal of a Director.
2.7 The disclosure of AGM's resolution
The Company will disclose the result of voting after meeting or at late the morning of the next day from date of meetings by sending letter to SET and disclose in the Company's website at www.pruksa.com as well.
2.8 Dividend Payment
The annual dividend payment must be approved at a shareholders meeting. Dividends can be paid to shareholders only when the Company has earned profit from its operation without any accumulated losses. The dividend amount is divided equally by the number of Company shares.
According to the Company's dividend payment policy, the Company would pay annual dividend to its shareholders twice a year at a rate of not less than 50.0% of the Company's consolidated of financial statement net profit after deduction of all legal reserves (effective on January 22, 2016). In dividend payment, the Company will consider both the operating result and long term returns for shareholders.
In case of the Company has earned profit from its operation enough to pay dividend, from time to time the Board may consider interim dividend payment and inform shareholders in next shareholders' meeting. The residual amount of annual dividend payment or interim payment shall be allocated to reserves and is subject to Board of Directors justification and consideration in appropriate. The payment of dividends shall be made within one month of the date of the shareholders' resolution, or one month of the date of the Board of Directors' resolution in case of interim dividend payment. The shareholders will be informed in writing of the dividend payment, which will also be announced in a newspaper.
2.9 Appointment of the Company's Auditors and fix the audit fee
The Annual General Shareholders' Meeting will appoint the Company's external auditors and also fix the audit fee, proposed by the Board of Directors. The Company's auditors shall not be a director, officer or employee or anyone who hold position of the Company.
The Company is responsible for the fair and equitable treatment of all the shareholders in order to uphold their basic rights including minor shareholders and foreign investors. The minor shareholders rights were protected from both direct and indirect exploit from the controlling shareholder in order to uphold their basic rights.
3.1 Presentation of Name List to the Position of Company's Director
A process for a shareholder to nominate a candidate for directorship has been established, a minor shareholder can nominate a qualified person to be elected as director by submitting background information as well as the consent of the nominee to the Chairman of the Board of Directors in advance of The Annual General Shareholders' Meeting. The Company has controlled procedure to affirm minority in independent director election to take care minor shareholders benefits. The election of Company's Director must be agreed by Nomination and Remuneration Committee and be appointed from Board of Directors and/or Annual General Meeting as the case may be.
For the 2015 Annual General Meeting of shareholders, the Company has invited shareholders to nominate a person deemed qualified, knowledgeable and competent as their representatives to be a director since 15th September 2015 until 30th December 2015. The Company announced such notice to Securities Exchange of Thailand and on its website at www.pruksa.com on part of "Investor Relations".
3.2 Shareholders' meeting
- 3.2.1 To appointment an attorney-in-fact to the shareholders' meeting and to vote on his behalf
(One share, One Vote)
In case where any shareholder cannot join the meeting, the Company will facilitate by sending both Power of Attorney Form B and Form C together with the invitation to the meeting which informs about the document/ evidence, including advices, procedure for providing a Power of Attorney so that the Shareholder can prepare right document and not has any problem to delegate his power to nominee during meeting. In addition, the Shareholder can delegate his power to a nominee who will join the meeting and cast a vote on his behalf by 1 to 1 vote. The Shareholder will fill in the form as described in the detailed procedure of giving the Power of Attorney, sent by the Company together with the invitation to the meeting. The procedure is simple without any complicate conditions in giving the Power of Attorney to nominee for attending meeting. In addition, the Power of Attorney Form B and Form C can also be downloaded from the Company's website at www.pruksa.com, under Investor Relation/ Shareholder' Meeting. The Company will present at least 3 independent Directors as another choice for the delegation of authority of the shareholders.
- 3.2.2 Invitation of the meeting
According to the regulations of the Company, it is specified that the sending out of invitation to the shareholders be made at least 7 days prior to the Annual General Shareholder's Meeting. But in practice, the Company's policy will send the invitation to the meeting together with supporting documents both in Thai and English languages to the both Thai and foreign Shareholders in advance for at least 21 days prior to the shareholder meeting. However the sending of invitation letter might be changed upon the situation and readiness in each year but it should not later than the legal time frame and also Company's regulation. This is to allow the shareholders sufficient time to consider about the meeting agenda and matters to present to the meeting with sufficient details to support decision making. It will be clearly specified for each matter whether it is for acknowledgement, for approval, or for consideration depending on each case. It also includes the opinion of sub-committee related to according agenda and the opinion of the Company's Directors on the relevant matters.
The Company publicizes the invitation to the Annual General Shareholders' Meeting (completed version) in daily Thai and English newspapers at least 30 days before the meeting date in order to facilitate for both Thai and foreign shareholders by announcing the date, time and place, meeting agenda, including information relevant to matters that require decision-making during the meeting, to the shareholders sufficiently and timely.
3.3 Financial assistance transaction
In 2015, The Company does not have any related transaction in case of financial assistance such as loan, credit guarantee for non-subsidiary Company. Moreover, the Company does not have any loan or credit guarantee according to shareholder proportion as shown in joint venture agreement.
3.4 Confidentiality Safekeeping, Information Safekeeping, and Internal Use of Information
The Company has established a written policy on confidentiality safekeeping, information safekeeping, and internal use of information. The said policy is announced to the Directors, Executives, and employees of the organization to strictly adhere. In addition, the Company has set measures to build confidence that such policy has been made known and followed by organizing the CG Day for all Directors, Executives, and employees to learn and understand the ethics of the Company, including the above policy and strict adherence thereof as principles and guidelines for the utmost benefits of the Company and all stakeholder groups throughout the service period. All have signed the attestation.
In addition, the Company also sets forth that Directors and Executives including their spouses and minor children must report on their holding of the Company's shares for the first time within 30 days from the date of nomination. All subsequent changes of shareholding involving buy, sell, transfer, or receive transfer, must be made within 3 working days. Furthermore, this must be reported to the Committee on a regular basis. In the past year, no Directors and no Executives of the Company had made any purchase of the shares by using internal information.
Prevention on the Use of Internal Information Policy
Information that are confidential means information that are not public or information that if disclosed to the public or possessed by the competitors shall have adverse effect on the Company, including information that business partners and clients have provided to the Company.
- The Company has set the level of confidentiality of information and the procedure to safe keep the confidentiality. Important documents and information that are confidential must be taken care of in a specific manner as specified in each step, type, or category of the information.
- The Company shall safe keep and keep confidential client information and business information. Client confidentiality must not be disclosed to the Company's employees nor to unrelated external parties, unless stipulated by Law to necessitate disclosure under litigation purpose, or the Company Board of Directors has approved such disclosure.
- In hiring a person who used to work for competitors or the Government, the Company must find and study the pre-existing confidentiality agreement between the said person and the competitor concerned or the Government prior to joining the Company. The Company must not take any action to make the said person breach the agreement with the competitor or the Government that will lead to litigation.
3.5 Making related transactions
In case where the Company has to make related transactions and must disclose information or must seek approval from the Shareholders, the Company policy is to clearly disclose information on the names and the relationship of related persons, prices and value of the transaction, including the opinion of audit committee and Board of Directors, to the Shareholders through Stock Exchange of Thailand. The said related transactions must be made fairly based on the market price and processed in the usual business manner. (Fair and at arms' length). In 2015, the Company did not have any related transactions that violated or were not in compliance with the rules and regulations of the Stock Exchange of Thailand (SET) and the Securities Exchange Commission (SEC). In addition, the Company group's structure did not have any related transactions that might create conflict of interests by considering both revenue and expenses at transactions level, not exceed 25% without any exemption.
3.6 Related Transactions Year 2015
The Company has 2 related transactions as below:
- The Company sold asset (sales office) to Mr. Thongma Vijjitpongpun, the major shareholder. The title deed No. 1988, 7509, 7920, 8087, 101728,126878, and 127511. The land No. 339, 216, 651, 224, 235, 237 and 234 in Aree Soi 4 (Northern part) of Pahohyotin Road, Samsennai, Phayathai, Bangkok, with total 4 Rais 1 Ngan 10 Sq.Wah. (1,710 sq.Wah), with total amount of Bt568,000,000. (Five hundred sixty eight Million Baht). The buyer paid for transfer fee, tax and other expenses (such as transfer fee, tax and other expenses total amount of Bt21,000,000. (Twenty one Million Baht). After deducted all expenses, the net selling price would be Bt547,000,000). Noted: Land area as mentioned above, the Company purchased them from non-related person to the Company on February 25, 2010 and October 14, 2010, respectively, with total amount of Bt462,579,530 (Four hundred sixtytwo million five hundred seventy-nine thousand and five hundred thirty baht).
- The son and daughter of Mrs. Rattana Promsawad, the Company Director, who is the related person to the Company in transferring The Chapter One: The Campus on September 9, 2015, of 2 transactions with net price as of transfer date at Bt4,039,643 (Four million thirty-nine thousand six hundred forty-three baht) and Bt4,499,973 (Four million four hundred ninety-nine thousand nine hundred seventy-three baht), respectively. These transactions were accounted as an ordinary related transaction with approval condition under the Company authorization.
3.7 Violation/non-compliance with the rules of buying and selling assets
In 2015, in term of buying and selling assets, the Company did not have any transactions that violated or were not in compliance with regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission.
3.8 Policy on declaration of dealings in corporate shares owned by Directors and Executives
According to the policy, the Directors and the Executives have to notify the company secretary about dealings in share of the Company at least one day before a transaction date. So that such information shall be kept 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 setting up of treatment policy for stakeholders
- 4.1.1 The Board of Directors has set up the treatment policy for each group of stakeholders as follows:Shareholders:
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. This includes the disclosure of information in transparent manner and reliable for the shareholders through the following procedures:
- By performing the duty with loyalty including decision making for any undertaking with precaution and fair to every Shareholder for the highest benefit of all shareholders.
- By presenting a report on the status of the Company, performance, financial status, accounting, and other reports on a regular basis, and complete based on the truth.
- By reporting to the Shareholders in a similar manner about the future trends of the Company, both on the positive and negative perspectives, based on feasibility with supporting information and sufficient reasons.
- By not exploring for benefits to self and others through using any information of the Company which are not yet disclosed to the public or by proceeding on any matters in such a manner so as to create conflicts of interests to the organization.
- The Company must treat all Shareholders equally in the Annual General Shareholders' Meeting.
Employees : The employees are the most valuable sources and are the most important success factors of the Company. The Company therefore aims to develop a good culture and working atmosphere while enhancing teamwork, and politely treat the employees and respect each individual. The hiring and position transfer will be made on the basis of fair treatment, morale and the use of human resources for the utmost benefits of the Company. The Company treats the employees equally without discriminating against sex, race, nationality, ethnic group, religion, or belief.
The Company policy for compensation, welfare and provident fund
The Company is responsible for keeping the work environment safe for life and personal assets 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 for short term and long term, by considering the profitability in each year and the performance measurement based on the Balanced Scorecard. This also includes employee welfare such as provident fund to enhance saving discipline, financial security and tax benefit to employees and their family. The contribution rate is subject to employee decision and working age. Employee savings and the Company contribution is vary from 5-10%. While fund of housing loan, social security fund, fitness and sport club, compensation fund in case of sickness/accident from work, gift in case of hospitalization, and donations to victimized employees by natural disaster, monetary support for funerals, through the following means:
Personal rights and freedom must be protected and prevented 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 unconcerned people. This may cause damages to the individual owner or any other persons. Violation is considered a disciplinary fault, unless done according to the duty and innocently, or by law or for common benefits.
1.1 Protect personal information of the employee under possession or under safekeeping of the Company.
1.2 Disclosure or transfer of personal information of an employee to the public can only be made under the employee's consent.
1.3 Limit the disclosure or use as necessary of personal information of an employee and persons related to the Company.
(2) Equality and equal opportunity
- 2.1 The Company will treat the employees with respect to their honor and prestige.
- 2.2 The Company will 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 sex, age, race, and religion.
- 2.3 The Company will determine the compensations fairly and appropriate to the type of work.
- 2.4 The Company will allow opportunity to the employees to grow in their career, in the past year of 2015, each employee underwent training and development programs for 15 hours on the average starting from operational level until middle to high supervisors. The training courses were categorized into 6 courses as below:
- (1) On boarding program
- (2) Foundation
- (3) Career Group
- (4) Quality and Safety
- (5) Leadership and Enterprise
- (6) Elective subject
(For further details, please see "The sustainable report" - Training and the development of employee capability)
- 2.5 The Company is aware that good communication will lead to effectiveness and good relationship in working together, thus the Company will oversee that employees always receive news of their concern as much as possible
- 2.6 The Company will allow for the employees to have communication channels for suggestions and complaints about uncomfortable matters pertaining to their work. All these matters will be seriously considered and remediation will be made so as to attain the utmost benefits to all parties and create a good relationship in working together.
- 3.1 The department's head should behave such that they can gain respect from employees and the latter should not perform any acts of disrespect to the bosses.
- 3.2 The employees should not perform any acts of violation or offense whether verbally or in action to others on the basis of race, sex, religious, age and physical and mental disability.
- 3.3 Respect one another's opinion.
(Details appear in sustainable development report, section of Human right management
Employee Knowledge and Skill Development Policy
The Company has set a policy in view of developing employee capability with development potential in order to adequately perform their functions. In addition, there is also development for growth in higher position which results in the staff ability to use their full potential in their work to deliver quality work to both internal and external customers. Furthermore, the knowledge and skills acquired by the employees ill remain with them and can be applied to work in the future and after retirement. The Company has assigned the Human Resource Department to look after the employees as being aware that employees are assets worth investing in. The Company will be the Number One brand in the heart of the customers that does not emerge from the performance of the CEO or the Executive only, but believed to emerge from all employees of the Company. There are several development measures as follow:
- The formation of view, commitment, Pruksa Culture, Pruksa Value and leader ship competency as guidelines for all people in the organization.
- The competency-based interview is used in the recruitment process in order to find applicants in line with the culture, value and leadership competency in the way of Pruksa, as the Company believes that these factors have contributed to the success of the Company for the period of more than 20 years.
- Training system according to the annual training plan encompasses theoretical and operational trainings, culture development, coaching by the supervisor in a systematic way, handling new joiners under mentor program, development in the form of work assignment where the employee can be trained on-the-job, and having a framework under a clear policy. All these allow both the employee and the manager to jointly set a development plan adequately.
- The organization of Talent & Succession Planning requires identification of the talented by the line manager together with Human Resources Department. Consideration is made on the performance and personal characteristics with high potentials in both areas of management and performance. The succession planning for Executives at the level of Department, Division, SBU/BU by identifying both talent and successor, takes into account business requirements with joint analysis on the long-term strategic objectives of the organization.
- Encouraging employees to know their clear career path. The employees will know their next position in the career path. Knowledge, skill, and KPI of the next position will be identified so that an employee can set a carrier planning with his manager. This includes operational procedure and development process for achieving carrier objectives as planned.
- Exploring employee engagement to the organization on an annual basis. The result of the poll will be used for a joint work planning at the organizational level in order to increase the level of attachment to the organization. This will be done through activities, work plan that must be carried out on a continual basis, and included in the KPI of the Executives. (For more details, please refer to "Report on Sustainable Training" Section: Personnel Development).
Policy on Development of Employee's Knowledge and Capability
The Company's policy on development of employee's knowledge and capabilities is aimed at both employees and stakeholders such as sub-contractors to enhance capabilities and development guidance. Besides, career management has been set up for employees through various means as follows:
- To develop Learning Management System and SAP to assist staff and supervisor in quick, convenient, and consistent managing and planning his own development plan and his team's plan in compliance with needs of individual development.
- To develop Employee Performance Appraisal System which will be linked to fair long term and short term benefits.
- To enhance sub-contractors' skills.
- To provide training to employees at all levels and give them a right to apply for courses which meet their needs and demands.
- To develop and improve Competency Model in line with business directions and situations.
- To develop Career Management System so that every employee has an opportunity to grow with the organization.
- To organize "Career Day" and "Career Roadshow" in order to enhance employees' knowledge of career path.
- To develop Talent Management System in order to seek remarkably talented employees. Such employees' potential can be developed outstandingly and most perfectly, so they will be part of the major team to drive the Company forward.
- To develop Succession Planning System in order to prepare an employee to be ready for filling a vacancy, who shall be named ‘successor', due to several circumstances such as retirement, job transfer, resignation, or taking up a new position.( Details appear on the section of sustainable development report on topic of human rights management )
Policy on non-participating in violating human rights
According to the Company policies, the Company shall not engage in violating human rights. Means that the Company uses to deal with human rights consist of fair and ethical recruitment, regardless of race, religion, color, and sex. Responsibilities which suit each person shall be used as criteria for hiring. Next, there shall be no child labor, conscript labor, or forced labor in the Company. None of subordinates and supervisors who are relatives or family members shall be hired. As a result, everyone has an equal opportunity to be selected as an employee of the Company because of his abilities and his suitability for that position. Besides, the Company has not only followed employment laws-disability but also cooperated with public agencies and several Associations of People with Disabilities to hire people with disabilities in order to enhance them to access employment. If the Company is unable to employ people with disabilities in any year, the Company will contribute money to Fund for Promotion and Development of Life Quality of Disabled Persons to serve as the fund for expenditure on protection and development of life quality of disabled persons.
Client : the Company aims at developing real estate by desiring to see creativity and supply chain management of products and customer services based on standard and moral under the following work principles:
- (1) To deliver products and services of quality, according to the standard under the fair conditions, and to aim to leverage the standard on a continual basis and in a serious way, including precise and complete information disclosure with undistorted information on the products and services.
- (2) To provide correct, sufficient, and up-to-date information on products and services to the clients, so that clients can have sufficient information to make decision, and without exaggerating in both advertisement or in other channel of communication with clients so as to cause misunderstanding about the quality, quantity, or any other conditions of the products or services.
- (3) To respond to client's need in a timely manner and provide for an effective system and accessibility or complain channels about the quality of products and services through www.pruksa.com and Pruksa Contact Center by calling 1739.
- (4) Keep and safekeeping client information and confidentiality by not using the information in a negative way, except for information that must be disclosed to relevant external people under the full force and effect of the Law.
Competitors : The Company aims at undertaking real estate business with the objective of achieving sustainable success and maintains its business leading status under the competition in the industry with morale. It supports and promotes the policy of free and fair trade competition, with no monopolizing or requirement that the counterparty must sell only the Company's products. In addition, it does not have the policy of trade competition by using any available means to acquire information of competitors in an illegal manner and against the morale. The Company adopts the principles of dealing with competitors as follows:
- (1) To proceed under framework of fair competition;
- (2) Not to acquire confidential information of business competitors through dishonest or inappropriate means for the benefits of its business undertakings;
- (3) Not to accuse in a negative sense or aim to destroy the reputation of its business competitors; and,
- (4) Not to enter into agreement or accord that may result in the termination of business competitor in an improper way.
Business Partner and Counter Party in Agreement : The Company has treatment policy toward business partners in accordance with good Corporate Governance in selection process, procurement and hiring contractor, designer or consultant. The Company provide fair, equitable and transparent opportunity to all business partners /vendors/ contractors and tenant. Hereinafter referred to as partners to bid, propose for contract work, propose for material, equipment or deign for the Company's projects with fair disclosure for all business partners. In case business partner was contacted by Executives, employees or any person for compensation or remuneration's requests or other benefits except provided by moral whether by direct or indirect, in order to benefit business partner in return of their business or, in case business partner found that the selection process of business partner was not transparency or unfair to other business partners or to eliminate other competitors. The Company requested those business partner immediately notified the Company as well as suggested improvement process in order to ensure transparency and fairness in procurement process to all the business partners. The company is committed to ensure fairness and protection all the business partner fairly and equally.
Selection, procurement and practices to business partners
- (1) The Company desires that merchandise and service supplying is proceeded with standard under the procedure as follows:
- 1.1 Competition is made upon equal information;
- 1.2 Criteria exist in the evaluation and selection of business partner and counter party;
- 1.3 Create the appropriate agreement format;
- 1.4 Provide for management and follow-up system to ensure that the conditions stipulated in the agreement are totally followed, and to prevent misconduct in every step of the procurement; and,
- 1.5 Payment to the business partner and counter-party in a timely manner according to the payment conditions as earlier agreed.
- (2) The Company aims to develop and maintain good and long-lasting relationship with business partner and counter party who possess clear objectives regarding technical quality and mutual credentials.
- (3) Executives and employees are prohibited from accepting any personal benefits from business partner and counter party, whether directly or indirectly.
- (4) Executives and employees shall not be involved in the procurement with the business partner and counter party having a relationship, i.e., family members, relatives, or own business or partnership.
- (5) Use of information received from the procurement process for personal or others' benefits is prohibited.
How to select the business partner
- To investigate and evaluate the work readiness
- To evaluate the quality of work, commodities, service
- To evaluate the delivery work, commodities and service on times
- To evaluate the cooperation ability, solving problem and teamwork readiness
- Complaints channels In case that the executives, employees, officers and/or related party to the Company have any behaviour that might be fraud, unfair or compensation requests. The business partner can immediately inform the Company Line (Line ID : @pruksacg), website (www.pruksa.com), complain/unfair treatment at e-mail: firstname.lastname@example.org or mail to CEO or Chairman of Internal Audit Committee of Pruksa Real Estate (Public) Co., Ltd., SM Tower, 28th floor, 979/83, Phaholyotin Road, Khet Phayathai, Bangkok 10400. The petitioner would receive Bt30,000 per case as a reward with merit certificate from CEO.
- Protection measure for complainants or those who cooperate in scrutiny process
Complainants or those who cooperate in scrutiny process will be protected in accordance with the following guidelines:
- 2.1 Complainants or those who cooperate in scrutiny process can choose not to identify themselves if disclosures may cause danger or any negative effect. However, if the disclosure occurs, the Company can report on progress and facts, or reduce negative effect easily and quickly.
- 2.2 The Company shall not reveal a name, surname, address, photo, or any personally identifiable information of complainants or those who cooperate in scrutiny process. The Company then shall carry on the investigation.
- 2.3 A complaint recipient has to keep complaint information confidential and disclose as required. Safety and negative effect on complainants, those who cooperate in scrutiny process, sources of information, or person concerned has to be taken into account.
- 2.4 If complainants or those who cooperate in scrutiny process are worried about possible detrimental repercussions, they can request the Company to set appropriate protection measures. If an issue is likely to cause any damage or danger, the Company can set appropriate protection measures without their request.
Impartial and appropriate relief procedures shall be applied to those who suffer any detrimental result.
Creditors: Creditor policy and practice was set up and clearly defined, especially guarantee terms and conditions, capital management, and events of default. The Company shall not fail to make payment on a due date and shall strictly conform to terms and conditions defined by creditors (financial institutions) and trade creditors as follows:
- (1) To repay debts to creditors punctually 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 sees the importance of the community and society in general, and is well aware of being a part of the society with which it will proceed to develop the society and the environment towards sustainability. The Company therefore launches activities for the community and the society in a continuous way, and has established a policy on social responsibility as a framework for various activities. The Company's Board of Directors, Executives, and every employee are guided accordingly in order to create social responsibility throughout all the processes, and throughout the organization coupled with business undertaking under social responsibility as a whole as follows:
- (1) To have business policy essentially based on environmental awareness in strict compliance with the enforcing law and regulations pertaining to the environment;
- (2) To have a work policy on Corporate Social Responsibility (CSR) that is clear and observed in the organization;
- (3) To promote the employees' awareness of social responsibility;
- (4) To respect the local culture and civilization in every country where the Company undertakes business;
- (5) To launch activities for participation in social, community, and environmental developments on a regular basis so that the community where the Company is situated, has a better life style. This is for both the Company's own operation and jointly with governmental agencies, private sector, and community;
- (6) To cooperate in various activities with the community around the area where the Company has launched business as appropriate to each case;
- (7) To prevent accidents, to monitor the operation including the control of waste release to be within the standard practice;
- (8) To respond quickly and effectively to events that affect the environment, community, life and personal affects, caused by the Company's operations, by fully cooperate with the governmental officers and relevant units.
Externally, the Company works with society to enhance sustainability through society through 3 aspects of CSR. 1) Education 2) Society and Environment and 3) Religious, art and culture (Details appear in CSR Report).
Furthermore, the Company developed its standard of business operation in term of CSR that it completed the report in line with the Global Reporting Initiative (GRI version 3.1) covering economics, social, environment to support social sustainability with clear and concrete (Details appear in sustainability report in topic of social activities).
The supporting activities related to the community development
The company plans to participate in activity related to community development are as below:
- Free medical check up program for customers, employees and residents nearby
- Free plant seeds to customers, employees and residents nearby to be the Green community as plan
- Organize "Environment Management" by community to encourage the sanitary awareness to the community such as garbage disposal and waste water treatment to prevent community from the pollution
The performance on social responsibility on a continual basis leads the Company in winning the "Sustainability Report Awards 2015" as Recognition awards from CSR Club, Thai Listed Companies Association sponsored by Securities and Exchange Commission, Stock Exchange of Thailand and Thaipat Institute.
- Outstanding on social responsibility or the "Corporate Social Responsibility Awards 2014" as being an outstanding organization in undertaking business with responsibility towards the society. The Award was bestowed as a model to other business sectors.
- The CSRI Recognition Awards 2014 for general award type organized by the CSRI and bestowed to the companies that are aware of the importance and aims to do business with continuous social responsibility.
- The Sustainability Report Awards 2014 for outstanding award type, from the sustainability report competition organized by CSR Club and the Thai Registration Club awarded to companies with complete, reliable, and well-presented sustainability report. Pruksa Real Estate Public Company Limited is the only company in the real estate industry to receive this award.
Safety, Health, and Environment: The Company has concrete policy regard to safety, health and environment by given the priority to safety, health, community, and surrounding society, with the awareness of being part of the society to jointly proceed to the development of the society and environment for sustainability. The Company therefore launches activities for the community and the society in a continuous way, coupled with business undertaking under social responsibility in general as follows:
- (1) By providing support for activities while complying to the law, safety, and other relevant regulations;
- (2) By stipulating that work safety is the prime duty and responsibility for every employee in operating;
- (3) By providing that Executives at all level must be a good model, be a leader, assist in training, teaching, influence staff to perform with precaution;
- (4) By stipulating that every employee must essentially be aware of his own safety, that of his colleagues, including the Company's assets while operating;
- (5) By stipulating that every employee must look after, clean up and keep his working area tidy at all times;
- (6) By providing support for activities on safety that stimulate and develop the mindset of the employees for creating safety at work;
- (7) By providing support for review, improvement, and development of safety management system in a continual way;
- (8) By urging to find means to mitigate impact on the environment, by checking, monitoring and controlling the release of pollution, including the management of dangerous and non-dangerous waste in order to maintain natural resources; and,
- (9) By using the resources and energies highest effectiveness, including the prevention of water, air, waste, and other pollutions that result from the Company's activities, so as to minimize impact on the environment and the community.
(Details appear in sustainability report, section on the topic of safety, health and working environment and also topic of environmental activities)
|Injured rate (IR)||Male||0||0||0||0|
|Occupational Disease rate (ODR)||Male||0||0||0||0|
|Lost Day Rate (LDR)||Male||0||0||0||0|
|Absenteeism Rate (AR)||Male||0||0||0||0|
|Injured Rate (IR)||Male||0.07||0.465||0.421||0.330|
|Occupational Disease Rate (ODR)||Male||0||0||0||0|
|Lost Day Rate (LDR)||Male||1.12||4.938||2.345||0.550|
|Absenteeism Rate (AR)||Male||60,925.50||96,590.91||44,318.18||8,522.73|
|Injured Rate (IR)||Male||1.2||0.768||1.056||0.640|
|Occupational Disease Rate (ODR)||Male||0||0||0||0|
|Lost Day Rate (LDR)||Male||5.46||1.537||3.828||1.760|
|Absenteeism Rate (AR)||Male||26,881.72||7,954.55||16,477.27||6,250.00|
The Company has set a policy and procedure on the effective use of resources through energy saving and resource recycling, such as the use of both side of paper, turning-off the air conditioning and the light at lunch break, turning-on the light at specific spot, use of stair case to access non-high levels, car pool, etc. These things will be assimilated in the personal value and implemented in family daily life.
4.3 Policy and Procedure on Not to Violate the Intellectual Property or Patent
The Company has set a policy and procedure on not to violate the intellectual property or patent which is considered business ethics of the Company, such as, the protection of intellectual property of the Company and the use of computer system and information technology. The employee using the computer must sign to certify that he will not violate any person right or any company's rights that are protected by a patent, business confidentiality, patent, or any other intellectual properties, or laws, or regulations with similar properties, including the setting up or disclosing illegal software products or software that are not authorized by the Company.
- (1) Giving and taking bribes
- 1.1 Executives and employees are prohibited from asking or receiving any benefits or properties by which Executives and employees are motivated to perform or to abandon duties incorrectly or likely cause the Company to fail to legitimately earn benefits.
- 1.2 Employees shall refrain from offering benefits or properties to third party in order to induce them to do or omit to do anything against laws or malpractice.
- (2) Gifts and hospitality
- 2.1 Employees shall avoid offering or receiving any gift or benefit from our business partners or stakeholders, with exception of reasonable value, festive season or conventional practices, unless recipients consider consulting with their direct supervisors.
- 2.2 Employees must not receive or offer any gift or souvenir in the form of cash, cheques, bonds, shares, gold, jewellery, real estate or similar items.
- 2.3 Gifts or souvenirs which are reasonable in value such as calendars, New Year diaries or stationery items are acceptable.
- 2.4 If employees receive any gift, souvenir, gift basket, and/or other items which exceed Bt3,000 (three thousand baht) in value, they have to inform their direct supervisors of the receipt and shall return those items or hand over them to Gift Allocation Committee, with exception of perishable items or limited shelf life.
- 2.5 Employees shall avoid offering or receive hospitality appearing out of the ordinary based on the particular business relationship from those whose business is involved in the Company business.
Apart from setting the anti-corruption policy, the Company supports the entire employees in the organization to get involved and perform the mentioned policy via various means such as "Tairum Pruksa" journal, e-mail, intranet, training and VDO shown on new employee orientation, including compliance monitoring through survey of Executives and employee's opinion toward anti-corruption policy.
The Company issued letter of intent in accordance to the Collective Action Coalition Against Corruption on September 1, 2014. The Company set up Corruption Risk Assessment by focus at critical corruption and internal control to prevent the corporate corruptions.
The Company has assessed the risks associated with the delivery of goods and services, land selection and procurement process as well as set up standard for pricing the construction of houses and condominiums and Precast Plant in regulation guidelines. In addition, the Company also provide complaint channel through website and call center for consumers, employees, people and government sectors.
The in-house training in the Company's anticorruption policy and practices has been provided to employees having charge of or involving in internal corruption prevention. In addition, employees have attended the said training organized by both public and private sectors. The mentioned training is provided to employees starting from an orientation day. Various means are used to encourage knowledge about anticorruption such as video, billboard, announcement, Code of Conduct manual, reporting concerns regulations, complaints against anti-corruption, and giving/ gifts and hospitality regulations, including measures against corruption.
The policy on Corporate Social Responsibility (CSR) has been publicly announced, both inside and outside the Company, 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, and providing environmental training to all employees working at Pruksa Precast Concrete Factory since their first working day, including dissemination of knowledge about environmental stewardship to organizations and university students visiting Pruksa Precast Concrete Factory etc." (Details appear in section of sustainable development report on the topic of environmental performance).
Board of Directors has provided the communication/ complaint channel to all stakeholders for any issue that might directly damage to the Company or committee. The details and procedures are as follows:
- (1) Reporting concerns
If you suspect whether any action will violate or not be compliant with Code of Conduct, you can make inquiries or inform those who are in charge as follows:
- Supervisors at all levels whom you trust.
- Internal Audit Department or the Secretary of Corporate Governance Committee.
- Units or other means set by the Company such as complaints via Corporate Communications Department, a call at 1739, and e-mail: email@example.com. Line (line ID : "pruksacg),website (www.pruksa.com), complain/report/request for unfair, e-mail : CG@pruksa.com and mail or CEO or The Chairman of Internal Audit Committee, Pruksa Real Estate Public Co., Ltd., SM Tower, 28th floor, 979/83, Paholyotin road, Samsennai, Phayathai, Bangkok 10400.
- (2) Procedures
- - Gather evidence: Evidence of action violating or not conforming to Code of Conduct mustbe gathered by a complaint recipient himself; otherwise, Human Resources Department or a unit having the same duties but different name is assigned to do the job.
- - Processing and screening of information: A complaint recipient has to conduct the processing and screening of information by himself so that he can consider appropriate procedures and methods for each issue; otherwise, Human Resources Department or a unit having the same duties but different name is assigned to do the job. If not, Investigation Committee appointed by Corporate Governance Committee, on a case by case basis, is assigned to do the job.
- (3) Measures
- A complaint recipient presents measures to suspend action violating or not conforming to Code of Conduct and reduce damage to those who are affected. In any case, the overall damage is taken into account
- (4) A report on results
- A complaint recipient's responsibility is to report to person concerned on results. In case of important issues, Managing Director and/or Audit Committee and/or Corporate Governance Committee and/or the Board of Directors have to be informed on a case-by-case basis.
- (5) Measures to protect complainants or those who cooperate in scrutiny process
(Details appear in Annual report 2015 the section of business partners and counter parts on the topic of complaint.)
The Company set up the employees' compensation in related the Company's operating performance in both short term and long term. The compensation aims to encourage employees to work efficiently and effectively in order to achieve Company's goal. The concept of Balanced Scorecard (BSC) and Key Performance Indicator (KPI) are to manage compensation from their performance evaluation and to consider other benefits in short term to build the employee engagement not regarding to salary and compensation base. The compensation yield between females and males is 1:1 such as raise salary, bonus as a reward in accordance to their performance, commission and long term compensation policy such as the offering of ESOP to employee which has been implemented since 2005 until now.
In the past year of 2015, the Company did not perform any acts that violate any Laws pertaining to the labor, hiring, consumer, business competition, and environment.
In the past year of 2015, the Company has disclosed information on important events within the specified time by the Regulators, therefore the Company was not oversight by the Regulators.
It is a policy of the Company to fully and sufficiently disclose useful information, both financial and non-financial with reliable, regular and a timely manner through the Annual Registration Statement (Form 56-1), annual report in the Company's website and media in both Thai and English. The Company has established an Investor Relations Department, tasked with coordinating with shareholders, securities analysts, investors, government agencies and other parties concerned.
The Company policy is to emphasize the regular disclosure of accurate, reliable and complete information, both financial and non-financial with sufficient information for investors to make decision and in time for example subsidiaries' structure, shareholder structure which demonstrate the completed latest major shareholders or authorized controller and minor shareholders and the users know the real beneficial owner of the Company including shareholding of the Directors, spouse and underage children of the Directors and the Executives in Annual Report section The Board and Management profile. Furthermore Policy on Good Corporate Governance, Code of Conduct, Policy on Risk Management, Policy on the Care of Society and Environment, the Responsibility for the Financial Reporting of the Board of Directors, Audit Report of Certified Public Accountant, Management Discussion and Analysis or MD&A, Audit Fee and other expenses on services, Role and Responsibilities of Committee and Sub-Committee, Meeting Attendance of the Directors in 2014, Professional Knowledge Development and Training for Board of Directors, and Remuneration of Directors and Management. In addition, such disclosed information strictly conforms to the rules and regulations of the Office of the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand (SET), as well as relevant laws.
5.1 To comply good Corporate Governance
The Company recognizes and focuses on good governance. The Company assigned the managements to implement principles of Corporate Governance in order to develop organization and the Company's projects for ensuring the sustainable benefit to the Company and stakeholders in all the section of rights of shareholders, equitable treatment of shareholders, concerning role of stakeholders, disclosure and transparency information and also the responsibility of committees. The Company is committed to comply with principles in all sections. However, the Company is unable to comply all term in some sections because they are not consistent with the organization's structure of the Company. Nevertheless, the Company will endeavor to completely comply by appropriate reorganization in accordance to the principles: In the past year of 2015, the Company has developed and improved the Good Governance Policy of the Company as follow:
- The Company Board of Director is composed of eleven (11) members.
- Revision of the "Ethics Handbook" of the Company for more update version and in compliance with the Good Corporate Governance under international standard.
- Provision of reports from the Company's Board of Directors and reports from Sub Committees such as Executive Committee, Organizational Level of Risk Management Committee, Recruitment and Compensation Committee, and Good Corporate Governance Committee.
- The Company Board of Directors has provided that the all Sub- Committees will be assessed on the performance of each Committee in order to improve the efficiency of the Sub-Committee as assigned by the Company Board of Directors.
- The Company stipulates that the Audit Committee has the power and duty to consider the recruitment, propose for nomination (actually include termination), propose the compensation to external persons in order to be external auditors of the Company.
However, for some Sections, the Company cannot yet perform all the cited items, i.e., the Company Board of Directors have not yet specified the limitation of tenure years for external Directors in the Good Corporate Governance Policy of the Company, including no specification set on the number of companies that a Director can hold a position not to exceed five. Except for the CEO for whom it is specified that the CEO can hold a position in only one listed company, that is Pruksa Real Estate Public Company Limited. This is because the Company has the policy to restructure its organization so as to be in line with the vision of the Company: aim to be the Number One brand in the heart of the customers in the housing real estate business and step up be among the top ten brand of real estate in the Asian region by building valuable housing for all families to embrace happiness, coziness, and a better life every day. In the future, the Company will attempt to complete all the mentioned items, by restructuring the organization to be in line with the above principles.
5.2 The Company 's objective /long term target
The Company's objective/long term target reflected by Pruksa Vision – Mission, Pruksa Culture and Pruksa Value as below 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 our customer's dreams of owning a home that provides value to enjoy their family life.
"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 customers want. This requires me to thinks 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
(Details appears in Annual report 2015 the section of Financial Analysis and the operating results)
5.4 The level of customer satisfaction. (A measure of the non-monetary)
The Company is committed to create satisfaction toward customer by focus on continuing research and development products in order to delivery house to meet customers' demand. The Company has established marketing research center and management innovation center including hire outside expert to explore, research and analysis the demand of consumers in each location as well as the potential location for projects in term of any public utilities. Therefore, the Company has sufficient database to recognize the demand of consumers in the residential property's market. This includes the role and style of housing, location, price level. The Company has adopted the results of the research to implement the new projects. The market share and/or Customer Satisfaction 2015 (details appears in Annual report 2015 the section of the overview housing market 2015).
5.5 Nature of business and competition situation
(Details appear in Annual report 2015 the section of nature of business)
5.6 The structure of business' group
(Details appear in Annual report 2015 the section of nature of business)
5.7 Key risk in business operation
(Details appear in Annual report 2015 the section of risk factor)
5.8 Dividend policy
(Details appear in Annual report 2015 the section of dividend policy)
5.9 The whistle blowing policy
(Details appear in Annual report 2015 the section of complaints)
5.10 The bibliography of Board of Directors
(Details appear in Annual report 2015 the section of bibliography of Board of Directors and managements)
5.11 To indicate directors who are Independent committees
(Details appear in Annual report 2015 the section of Board of Directors, management structure and bibliography of Board of Directors and managements)
5.12 Disclosure of criteria on the compensation to Directors and disclosure of compensation to Directors on individual basis
The Company has set the compensation for Directors on a clear and transparent basis. The Recruitment and Compensation Committee has considered prior to submitting to the Company Board of Directors and the Shareholders Meeting for approval on an annual basis. Consideration is made an appropriateness and in compliance with the duty and responsibility of the Directors, and compared to the compensation in the same industry group and other leading industrial groups. The Annual General Shareholder Meeting of 2015 has approved the compensations to the Company Board of Directors. (For more details, please refer to the Section on Compensations to the Directors and Executives).
5.13 Policy and criteria for payment of compensation to the high-ranking Executives
The Company has set the compensation for the CEO through transparent consideration process based on the performance assessment and the overall performance of the Company score, which have been assessed by the Recruitment and Compensation Committee prior to submitting to the Company Board of Directors for approval. [For more details, please refer to the Section on The Performance Review of the Top Executive (CEO) and the Section on Compensations to Directors and Executives.
5.14 Disclosure the meetings attendance of Board of Directors by individual
(Details appear in Annual report 2015 the section of meeting attendance of Board of Directors in 2015 and 2014)
5.15 Disclosure of professional knowledge development and training for Board of Directors
(Details appear in Annual report 2015 the section of Board of Directors on topic of professional knowledge development and training for Board of Directors)
5.16 Disclosure of related transaction
(Details appear in Annual report 2015 the section equitable treatment of shareholders in the topic of related transactions)
5.17 The policy for Board of directors to disclose /trading shares/ hold the Company's shares to the Board of Directors meetings.
Corporate Governance committee determined the first of four directors and Executives to report the holding shares/ trading shares including their spouses and minor children to the Board of Directors.
5.18 Changing of holding the Company's share of the Board of Directors and High Ranking Executives
|The name of the Directors||Position||Outstanding shares as of 30 December 2014||Outstanding shares as of 30 December 2015||Increase/Decrease|
|1. Dr. Pisit Leeahtam||Chairman of Board of Directors and Independent committee||-||103,500||103,500|
|2. Mr. Thongma Vijitpongpun||Executive Vice Chairman||1,214,000,000||1,214,000,000||-|
|3. Mr. Weerachai Ngamdeevilaisak||Independent committee||-||-||-|
|4. Mr. Adul Chandanachulaka||Independent committee||-||-|
|5. Dr. Piyasvasti Amranand*||Independent committee||18,500||18,500||-|
|6. Dr. Anusorn Sangnimnuan***||Independent committee||-||-||-|
|7. Mr. Wichien Mektrakarn||Director||-||-||-|
|8. Mr. Lersak Chuladesa||Director||-||19,500||19,500|
|9. Mr. Prasert Taedullaysatit||Director||693,000||-||(-693,000)|
|10. Mrs. Rattana Promsawad||Director||78,399,500||39,320,400||(-39,079,100)|
|11. Mr. Piya Prayong||Director||678,500||1,056,900||378,400|
|12. Mr. Nimit Poonsawat||Managing director for Single Detached House||540,400||472,000||(-68,400)|
|13. Mr. Pakarin Dattibongs||Managing Director – Condo 2 (Acting)||19,000||19,000||-|
|14. Mr. Amornpon Thupawirote||Managinig Director – Precast (Acting)||-||-||-|
|15. Mr. Charly Madan||Chief Financial and Risk Officer||-||-||-|
|16. Mr. Pairoj Anamwathana||Chief Corporate Support Officer||-||-||-|
|17. Mr. Maitri Chaimongkalanon||Chief Procurement and Land Officer||-||-||-|
Remark : The number of share hold by Directors's spouse and underage appear in section of The Board and Management profile
5.19 Report on vested interest
According to the company policy, Directors and Management have to disclose not only their own vested interest but also their spouse's and related person's one. The Company has summited such information to a Company Secretary who will present a copy of report to Chairman and Chairman of the Audit Committee within seven business days from the date of receipt.
In the event of an amendment to the vested interest, Directors and Management have to submit the amended report (amendment) to a Company Secretary within three business days from the date of amendment. Company Secretary will then present a copy of amended report (amendment) to Chairman and Chairman of the Audit Committee within seven business days from the date of receipt.
5.20 Important related transaction must consider and approve by Board of Directors
In 2015, the Company has one important related transaction for consideration and approved by Board of Directors as follows: The Company sold sales office to Mr. Thongma Vijitpongpun, the major shareholder of the company. It is located in Aree Soi 4, Phahonyotin road, Samsennai, Phayathai, Bangkok. The total land plot is 4 Rais, 1 Ngarn, 10 Sq.Wah total amount of Bt568,000,000. (details appear in Annual report 2015 the section of Connected transaction 2015).
5.21 Internal Auditor
The Company hired an Independent Internal Auditor who was acknowledged by Stock Exchange of Thailand. The Company has disclosed the audit fee and other service charge in annual report (details appear in The Auditor Remuneration).
5.22 Policy to set up Investor Relations department
The Company assigned investor relations as the coordinator of the Company and investors, analysts and government sector and stakeholder with equal basic and fairness and also offer the opportunity to meet with Company's managements as appropriate under the principal that the provided information is disclosed to public. Company information is reported via the ELCID platform of the SET for displaying on its website, www.set.or.th. Relevant information is also reported to the SEC and SET and also displayed in both Thai and English on the Company's own website, www.pruksa.com (Investor Relations).
In 2015, the Stock Exchange of Thailand (SET) granted 1 award to Pruksa Real Estate Plc for Outstanding Investor Relations Award. Furthermore, the Investor Relations Department arranged investor relations activities for shareholders, security investment analysts and investors on a regular basis as follows:
- Organizing Analyst & Investor Meetings to convey quarterly operating result (4 times/year), the Company's annual business plan announcement (once a year) and Annual General Shareholder's Meeting (once a year), after submission of the Financial Statements and the Analytical Report of Operating Results to the SEC and the SET.
- Producing and publicizing information and documents pertaining to the Annual Business Plan and the Company's operating results to securities analysts, investors and interested parties on a quarterly basis.
- Creating opportunities for securities analysts and investors to pay a Company visit or have a conference call with the Executives to discuss policies, strategies and business plans, as well as financial information (audited by the Certified public Auditor) external auditor, following notification to the SET and the SEC), non-financial issues and progress of the implementation of various projects of the Company, including exchange of business views on a regular basis. In 2015, there were 46 company visits and 8 conference calls, 1 plant visits and 7 project site visits.
- Organizing visits for securities analysts and investors to the precast concrete factory which uses the Semi-Automated Pallet Circulating System, the most advanced system in Thailand, as well as visits to various single-detached house, townhouse and condominium projects.
- Attending the activities with SET for example "SET in the City" and "Opportunity Day" to provide information and answer any inquiries from shareholders, analysts and media.
- Conducting road shows domestically and internationally at the invitation of the SET and/or securities companies to provide information and answer any inquires including discuss viewpoint of business with shareholders, securities analysts and corporate investors. In 2015, there were 4 domestic roadshows and 5 international roadshows.
- Arrangement of executive interviews on newspaper, journal, and television such as TNN, Money channel, CNBC and others including participate in activities of the Thai IR Club to exchange knowledge and share experiences with a view to further developing the Company's Investor Relations function.
For inquiries, shareholders, securities analysts, investors, Government agencies and parties concerned should contact the Investor Relations Department at (66) 02298 0101 Extension 2669, 1615, 1107 or Email: firstname.lastname@example.org.
The Company has comprehensive internal control and internal audit systems, covering matters concerning finance, operations, compliance, and risk management.
6.1 Internal control and internal audit systems
The Company requires that its internal control system be reviewed and reported by responsible Executives regularly while the Internal Audit Department, which is an independent unit, is responsible for internal auditing on a regular basis, to ensure that Executives and employees strictly comply with the rules and regulations, as well as the Management Authorities. These functions are under the supervision of the Audit Committee. The management who is head of Internal Audit is Mr. Premsak Vallikul.
6.2 Risk management
The Company's risk management policy requires that internal and external risk factors be reviewed regularly in order to contain risk within appropriate and acceptable levels. Such a review shall cover strategic risks, financial risks, construction management risks, and other operational risks. The review also includes an assessment of risk exposure and possible impacts, prevention and impact mitigation measures, the assignment of responsible persons, and the setting up of reporting and follow-up procedures. The Risk Management Committee provides recommendations on guidelines and/or policies on the 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 of business environment. Toward this purpose, since 2006, the Company announced "Code of Conduct" for guideline for practices including rule and regulations of the Company's group under the framework of ethics, loyalty and equitable in creative ways covering security of community and environment, anti-corruption, antibribery , clear from political interference and conflicted interest, legal validity and human right. All employees will get such manual of Corporate Governance and Code of Conduct with their signed & endorsement of acceptance to follow:
In 2015, the Corporate Governance Committee No. 4/2015 dated 28 July 2015 unanimously approved the update of "Code of Conduct" manual to cover all up to date practice and to serve the SET's corporate governance. Moreover, it will bring up the standard of Board, management, employee practice comprising ethics and moral to be socially accepted. The release of such manual is on intranet and the Company's website (www.pruksa.com on part of "Investor relations") including disseminate through Tai-rum Pruksa journal, E-mail and etc as well as prepare channel for stakeholder and employees to send their complain to board of director through the Company's website.
Furthermore, the Company has made a video (VDO) to promote and encourage Code of Conducts through various medias for the employees' awareness. The event is also arranged for new employee's orientation. The Company continuously review such manual and VDO to fit with current situations. The Board of Directors will participate in review or update or set up vision, mission, value and culture of the Company and continuously review in order for Managements and staffs to have the same direction.
The Company has conducted the Compliance with Good Corporate Governance Principle and Code of Conduct manual through the Company’s website (www.pruksa.com)