Control of Internal Information
The Board of Directors emphasizes the necessity of internal control system that is appropriate and commensurate with the level of risk exposure and working environment.
At every Board of Directors’ meeting the Audit Committee is invited to present their views on the adequacy and appropriateness of thecompany’s internal controls, and suggest charges and/or improvement to the internal control system to management.
The Board of Directors and the Audit Committee mutually agree that the current system of internal control is satisfactory.
1.Internal Control Environment
The Company maintains the environment and organization structure which facilitate the internal control function. The business objectives and targets, as approved by the Board of Directors, which are guidelines for employees to follow in the conduct of their business, are clearly-defined and measurable. The organizational structure is also arranged so that management can perform their duties with efficiency while adhering to the principle of integrity and high ethical standards. The Corporate Governance Policy and the Code of Conduct were established since 2006 as best practices for members of the Board of Directors, Management, and employees to observe by distributing through the Company‘s annual report, the code of conduct and the Company website: www.pruksa.com. In 2010, the Code of Conduct was improved to be apt for not only economic climate but also domestic and oversea business expansions in accordance with the Corporate Governance Policy.
2. Risk Assessment
The Company’s Risk Management Committee has the duty to give advice to the management on setting a framework and guidelines for systematic risk management. Risk management has been emphasized by the Board of Directors and the management. As a result, risk factors have been assessed and specific precautionary measures initiated, so as to minimize possible adverse effects on the Company’s operations. At meetings of the Risk Management Committee, representatives of line functions are invited to report on what they have done in accordance with the established risk management guidelines so that the committee members can perceive their problems and constraints. Then they will arrive at suggestion/solution afterward. The Risk Management Committee meeting was held 12 times each in 2011 and 2012. In 2011, The Company has provided the Enterprise Risk management (ERM) course for the executives and the middle management in order to enhance knowledge and share risk management experience, including the existing and future principles of risk management.
The Balanced Scorecard System (Balanced Scorecard) and the Key Performance Indicators (KPI) have been introduced as planning and control tools, whereby lines of responsibility and accountability between departments have been clearly defined to achieve proper checks and balances. The Operational Procedures have been issued to provide guidelines for systematic and effective operations to prevent or mitigate risks caused by the various departments in the course of performing their duties. Management Authorities have been established, where the scope, authority and financial approval limit at each level has been defined for the purpose of flexibility and clarity. In regard to compliance, the Company has devised methods to ensure compliance with related laws and regulations. For example, stringent measures have been implemented in cases where the Company transacts business with major shareholders, directors etc, including the requirement that such a transaction be subject to approval by persons having no vested interest. Moreover, the Company has strictly complied with the regulations on information disclosure of theSecurities Exchange Commission (SEC), Securities Exchange of Thailand (SET), and Thai Generally Accepted Accounting Standard regarding connected/related persons or businesses.
4.Information and Communication
The Company has continually improved the information system by maintaining effective and efficient information and communication channels, internal and external, ensuring that the information, financial and otherwise, is complete, accurate, timely and sufficient for sound decision making. For internal communication, information necessary for conducting Company business is readily available for all employees on the Company’s Intranet. For external communication, there is a communication system that enables the Company to provide information via the Company website (www.pruksa.com) and operational reports which are in accordance with the regulation issued by Capital Market Supervisory Board, the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) to various authorities required in a timely manner. Entry and dissemination of information is subject to effective control, whereby tasks are clearly defined, responsible persons designated and access restricted to only individuals requiring such information to perform their duties
5. Follow-Up and Evaluation
The Company has the system and procedure follow-up its operations. The executives in each division always compare actual results with the target periodically. The purpose is to be able to change strategy in time. The Board of director attending quarterly board meeting will get such comparative results of the operations are in the line with plan.