CG Policy
Transparency and effective management shall be enhanced in order to build up the confidence and the assurance of the shareholders, investors and all stakeholders. With this in mind, the Board of Directors has established a corporate governance policy, as prescribed in the principles of good corporate governance according to the SET. The Company’s practices of the good corporate governance are set out in 5 categories as follows:

1
The Rights of Shareholders

The Company realizes and places importance on the fundamental rights of the shareholders, as both the owners of the Company and the investors in the stock market, for instance, the rights trade and transfer shares, rights to and receive the Company’s information promptly, completely, and sufficiently, rights to receive the Company’s profit distribution, rights in the meetings of shareholders, rights to express opinion and rights to decide on the Company’s important matters such as dividends payment, appointment or removal of directors, appointment of external auditor, approval of important transactions which may impact on the business operation etc.


In addition to aforementioned fundamental rights, the Company operates in various areas to facilitate the exercise of the rights of shareholders as follows:
  1. The Company will hold an annual general meeting within 4 months from the date of the last day of the Company’s fiscal-year end. The meeting notification, the agenda items and relevant documents must be prepared and circulated to the shareholders at least 7 days in advance of the meeting date. And the meeting date shall be announced in a newspaper for 3 consecutive days in advance of the meeting date. Each agenda item shall contain opinions or recommendations of the Board of Directors.
  2. The Company shall disseminate relevant materials and information through the Company’s website in advance. The Company shall provide adequate information with regard to the rights of shareholders in the shareholders’ meeting including the right to vote of the shareholders.
  3. In the event that shareholders are unable to attend meetings in person, the Company shall provide the shareholder an opportunity to appoint an independent director of the Company or any other person to attend the meeting on their behalf. The Company shall enclose a proxy form together with the meeting invitation letter.
  4. Prior to the meeting, the Company shall provide opportunities for the shareholders to submit opinions, recommendations and questions in advance.
  5. During the meeting, the Company shall provide opportunities for shareholders to independently and equally make inquiries, suggestions or expression of opinions. In the meeting, the directors and the executives shall attend to provide response and give detailed information for the shareholders
  6. The company selected the venue, which has a mass transit access and enough so shareholders can attend easily.
2
The Equitable Treatment of Shareholders
The company shall provide an opportunity for fair and equitable treatment to all shareholders and establish that all shareholders are entitled to vote based on the amount of shares held by each shareholder whereby one share was equal to one vote. The Company shall not take any action that limits or violates the rights of shareholders, regardless whether a shareholder is a major or minority shareholder, an institutional investor or a foreign shareholder. The Company assigns independent directors to safeguard the interests of the minority shareholders. The minority shareholders are able to make suggestions, express opinions or file complaints to the independent directors, who are responsible for handling each matter appropriately. For instance, in case of a complaint, the independent directors shall investigate and seek a proper solution. In the event that the minority shareholders make an important suggestion, which have an impact to all stakeholders or to the business of the Company, then the independent directors shall report such suggestion to the shareholders’ meeting for consideration and include it in the agenda of the shareholders’ meeting.

The shareholders’ meeting shall be convened and conducted in accordance with the Company’s Articles of Association and agenda items. Each agenda items shall be considered with the supporting detailed information and relevant materials. There shall be no additional agenda item without notifying shareholders in advance, particularly, an important agenda item, which requires sufficient time to consider prior any decision-making. In the event that shareholders are unable to attend meetings in person, the Company shall provide the shareholders an opportunity to appoint an independent director of the Company or any other person to attend the meeting on their behalf. The Company shall enclose a proxy form together with the meeting invitation letter. The voting shall be casted in accordance with the sequence of agenda items in transparent manner. The Company shall provide the shareholders with an opportunity to exercise their rights to vote to appoint each director individually in the Annual General Meeting of Shareholders for the year (AGM). The Company has a policy to facilitate the shareholders to nominate directors, and added to the agenda in accordance with rules set by the Company, which publishes the details in website at http://www.thiensurat.co.th, in advance. The shareholders are entitled to propose the agenda to the Company within the period of three months prior to the AGM (1 October until 31 December 2016).

In addition, the Company formulates measures designed to prevent the unlawful use of inside information (insider trading) of related parties including directors, executives and employees involved in internal information as well as their spouse and minor children. The Company imposes non-trading periods on related parties during 1 -month period preceding the announcement of quarterly and annual financial statements and such related parties shall wait at least 24 hours after the said information is accessible to the public. Such information shall not be disclosed to the third party.
The Company informs directors and the management of their duties to disclose the securities holding reports and the penalty as prescribed in the Securities and Exchange Act B.E. 2535 and regulations of the SET. The directors and management who trade their securities must report their securities holding in his/her company including their spouse and minor children pursuant to Section 59 of the Securities and Stock Exchange Act B.E. 2535, within 3 business days to The SEC in order to subsequently disseminate such information to the public.
3
The Role of Stakeholders
The company places importance on the rights of every group of stakeholders, regardless of whether they are inside stakeholders such as executives and employees, or outside stakeholders such as competitors, business partners and customers etc. The Company realizes that the support and receipt of opinions from every group of stakeholders will be of benefit to the operations and development of the Company’s business activities. Therefore, the Company complies with the law and applicable regulations to ensure that the rights of the aforementioned stakeholders are well protected and treated. In addition, the Company promotes co-operation between the Company and its stakeholders, which will create confidence and stability for the Company under the following guidelines:
Shareholders   The Company focuses on the development and continued growth, which will result to greater revenues and profit for the Company. It adds value to the company and contributes to shareholders to receive the highest returns.
     
Customers   The Company realizes the quality and standard of products as well as customer service and responsibility towards customers with honest and fairness.
     
Business Partner   The Company’s policy is to treat business partner fairly, in accordance with terms of trading and/or the terms of the agreed contracts, to ensure the good business relationship, which will benefit all parties.
     
Competitors   The Company promotes free and fair competition policy and shall comply with a good competition framework.
     
Employees   The Company’s policy is to treat all employees equally and fairly, to provide appropriate welfare and other benefits as well as to support the development of their abilities and knowledge.
     
Community and Society   The Company places importance and commitment to community and society. The Company operates its business ethically and provides creative and beneficial activity support to society as appropriate.
     
Environment   The Company strictly complies with applicable environmental laws and regulations. And it establishes the guidelines, which continuously minimize impact to environment.

The Company will comply with applicable laws and regulations to ensure the rights of stakeholders have been well protected and treated.

Anti-Fraud and Anti-Corruption

The Company has given priority to the anti-corruption policy, as well as support and encourage staff at all levels of awareness of anti-corruption court corruption in all its forms. Board of Directors Has set a policy to prevent and combat corruption corrupt. Giving or taking Anti-Corruption and Anti-Bribery Policy in regulatory policy operations to ensure corporate compliance policy with laws and regulations, in line with the policy of corporate governance and ethical business practices of the company. The Company has announced its policy anti-corruption without the approval of the Board of Directors on August 14, 2015 as detailed below. The anti-corruption policy covers all businesses of the Company and its subsidiaries, and in every countries and related entities that the Company doing business.

To uphold this commitment, the Company intends to announce its intention to become a member of the Private Sector Collective Action against Corruption (CAC) in the near future. This will ensure that the Company has practices consistent with the anti-corruption measures of the CAC in Thailand. This will ensure to keep all levels of the Company’s staff to adhering to the standards in conducting business. With this in mind, the Company has developed and implemented these additional guidelines, which are a part of the corporate governance policy in accordance with the laws, rules and regulations. The Board of Directors and all employees must comply with the following policies:

Scopes and guidelines

Directors, executives and staffs in every level of the Company must comply with the below guideline:

  1. Comply with the policy of Anti-Corruption and Bribery, Business Code of Conduct, rules, regulations and obligations of the Company by not engaging in corruption in any forms directly or indirectly.
  2. Not take any actions that reflect intention of corruptions, and giving or accepting bribery to stakeholders of the Company in relation with their roles and responsibilities directly or indirectly in order to get advantages for the organization, themselves or relevant persons.
  3. Not neglect when finding actions in the scope of corruption related to the Company. It is regarded as their duties to report to their supervisors or responsible persons. They must cooperate in the investigations.
  4. Protect employees who report a case (Whistleblower protection).
  5. Educate and communicate with responsible persons and relevant stakeholders.
  6. Encourage consciousness of the role and responsibility of the Company’s personnel in combatting corruption.
  7. Regularly monitor the compliance with anti-corruption policy as well as review the guidelines and requirements for compliance to be coherent with business changes, regulations and legal requirements.
  8. If there is a violation of any action that aiding and abetting with corruption, whether directly or indirectly, punishment will be considered according to the Company’s rules and regulations as well as punishable by law.
  9. In any operations which have risks of corruptions occurring, directors, executives and staffs in every level of the Company must handle the following aspects with caution:
    • Giving or receiving gifts, hospitality and other relevant expenditures must comply with the guideline in the manual of Corporate Governance and Business Code of Conduct as well as the Anti-Corruption and Anti-Bribery Policy of the Company
    • Donating money for charity must be done in the Company’s name and to organizations which have purposes for social benefits. The organizations must be reliable and certified. They must operate with transparency, compliance with the procedures of the Company’s regulations, and legitimacy. There are follow-up and check to ensure that the donated money is not used as subterfuge for bribery.
    • Monetary contributions including cash, objects and asset to any activities or projects must be specified with the Company’s name. Those contributions must have objectives to promote businesses and good image of the Company, and must be operated with transparency, compliance with the procedures of the Company’s regulations, and alignment with the relevant laws.
    • Business relationships and procurement with public or private sectors including contacting with public sector, public or private officials as well as persons related to the Company’s business domestically or internationally must comply with transparency, integrity and the applicable laws. Good practices are stated in the Code of Conduct.
    • The Company’s policy is to be politically neutral. All directors, executives, and staffs have political rights and freedom under the laws. However, they must realize not to operate, to do any activities or to use the Company’s resources for political activities which can cause the Company to lose neutrality or to be harmed by political engagement and contributions.

Measures and operation guideline

  1. The Company supports and promotes directors, executive and staffs of every level to realize importance and to be conscious of anti-corruption. The Company sets up the internal control to prevent corruptions and bribery in all forms and all countries which the Company enters to invest.
  2. This guideline of the anti-corruption covers the process of personnel administration ranging from recruitment or selection, promotion, training, performance evaluation to remuneration to staffs. It is determined that supervisors in every level must communicate and make the subordinate staffs to understand and follow when doing business operations in their responsibilities. They must control and oversee the operations to be efficient and in compliance with this guideline.
  3. The Company will give justice and protection to staffs or any whistle-blowers/ reporters of the evidence of corruptions related to the Company, including the staffs that refuse to act. It will use the measures to protect persons who report or cooperate in reporting corruptions as stated in the Policy of whistle-blowing and protection for whistle-blower.
  4. Staff’s corruptions are regarded as misconducts according to the work-related regulations of personnel administration. They will get disciplinary penalty as determined and may get legal penalty if applicable.
  5. The Company will check the practice guideline and measures on regular basis to be in compliance with changes of laws and business-operating conditions.

Whistle-blowing or reporting

The Company has designated the Company’s executives to be the persons who directly receive the reporting, and has set up a joint council to investigate the truths fairly. It has also implemented the policy to have the efficient internal control system as well as transparent and verifiable reporting, so the reporters can rely on and feel confident in the process of fair investigation process. Besides, it has set up the policy to protect the whistle-blowers of the corruptions. The whistle-blowers who are staffs, customers or contractors of the Company will receive the rights protection according to the laws, as stated in detail in the Corporate Compliance Policy.

In cases of any stakeholders having queries or finding suspicious actions related to the violations or non-compliance with laws, regulations, obligations and Business Code of Conduct or related to supervisory levels, they can report or complain together with submitting the evidences to the joint council for investigation at:

Audit Committee
Thiensurat Public Company Limited
43/9 Moo 7 Soi Choochart-anusorn 4 Bangtalad, Pakkred, Nontaburi 11120
Telephone 02-819-8899 Fax 02-962-6951-3
e-mail : Appeal.AC@thiensurat.co.th
Or in cases of relating to Chief Executive Officer, Chairman of the Executive Board, or Managing
Director, please report directly to “Audit Committee” too.
Company Secretary Thiensurat Public Company Limited
43/9 Moo 7 Soi Choochart-anusorn 4 Bangtalad, Pakkred, Nontaburi 11120
Telephone 02-819-8899 Fax 02-962-6951-3
e-mail : Appeal.AC@thiensurat.co.th

In cases of the reporters submitting information to Secretary of the Company, Secretary of the Company must pass on the information to the Examination Council to investigate the cases within 3 working days. Once the Examination Council receives the reporting, they must consider and report the conclusion of the closed cases to the Board of Directors within 30 working days.

In the past year, The Company does not have any dispute with significant stakeholder groups.

4
Disclosure and Transparency

The Company establishes its policy to disclose important information relating to the Company. Both financial and non-financial information will be disclosed in an accurate, complete, timely and transparent manner through accessible channels under the principles of equality and reliability.

4.1 Internal Control and Transactions with Potential Conflicts of Interest

The Company has a policy of preventing and wiping out the potential conflicts of interest by setting up a rule that any deal and/or transaction possibly causing the conflicts of interest shall be in accordance with the rules and procedure prescribed by the Company and other related applicable laws.

The Company shall not allow the Company’s directors, executives, and/or major shareholders, whichever case may be, to operate the businesses that are similar or compete with or have the connected transactions in the manner that they engage other interests against the best interest of the Company or its subsidiaries. The Company’s executives and/or major shareholders, whichever case may be, must submit the reports to the Company if any of executives or major shareholders acquires some shares in a company whose business operation is similar to that of the Company or its subsidiaries in order that the Company and the Audit Committee consider whether such shareholding is against the best interest of the Company and its subsidiaries or not.

The Company values a good internal control system. The Internal Audit Department is empowered to audit the working of every working unit to prevent defects, and to ensure the work transparency. The auditing shall be done periodically, and the auditing report shall be submitted for the Audit Committee’s consideration.

4.2 Disclosure of Information

The Company has determined that the disclosure of any information and any communications be a core policy of the Company. The Company promptly established an investor relations unit to represent the Company and act as a focal point to communicate and disclose information. The Company also places importance on the disclosure of information, since it is an operational aspect, which has potential impact on any decision made by investors and stakeholders. Thus it needs to be well-controlled through specific measures relating to disclosing both financial and non-financial information, in full compliance with the relevant applicable laws and regulations. Such disclosures should be made in comprehensive details that are credible and timely and in an adequate manner, both in Thai and English, through the SET Community Portal as well as the Company’s website, and in full compliance with the relevant applicable laws and regulations as specified by the SEC and SET or other involved Government agencies. Further, these applicable rules and regulations need to be constantly monitored for any current applicable amendments to ensure that the Company always complies with such applicable up-to-date regulations and to be a guarantee to shareholders that the Company operates its business in a fully transparent and straight forward manner, for instance:

  1. Disclose financial and non-financial information in an accurate, comprehensive, and timely manner.
  2. Prepare the report of the Board’s responsibilities for the financial statements together with the auditor’s report in the Company’s annual report.
  3. Determine policies relating to the required reporting by Directors and members of Management regarding their vested interests as well as those of any related persons connected with the interests of the Company and the Subsidiary Company, based on guidelines and procedures as follows:
    • Report upon initially assuming the duties of the Company Director or a member of Management
    • Report whenever there is any change in the information or status relating to their vested interests
    • Report at the end of every year
    • In case the termination of the term of office as a Director and the Director is reappointed for another consecutive term, the Director is not required to submit a report if there are no changes in his/her status relating to any vested interests.
    • Directors and members of Management are required to submit such reports (on the status of their vested interests) to the Company Secretary, who will then submit a copy to the Chairman of the Board and the Chairman of the Audit Committee within 7 working days from receiving such reports. In addition, the agenda item relating to these reports on vested interests is included for consideration by the Board of Directors Meeting every Quarter.
  4. Disclose the procedures for selecting and proposed nomination for new Directors Appointments.
  5. Disclose the duties and activities of the sub-committees and a record of a number of meetings attended by each committee member during the year.
  6. Disclose the structure and nature of the business operations as well as investment in the subsidiary and associated Company.
  7. Disclose information relating to the remuneration for each director in their individual capacity in the respective sub-committee.
  8. Disclose the policy relating to the remuneration for directors and members of the management with details regarding the various types of remuneration and benefits received in their capacity in the respective sub-committee.
  9. Disclose policies relating to protecting or taking care of the environment and society, together with the outputs and achievements resulting from the actions undertaken in compliance with these policies.
  10. Report on the policies and practices relating to corporate governance and the outputs and achievements resulting from the actions undertaken in compliance with these policies.
  11. Disclose investments in any important projects together with the impacts of such investments; whereby such disclosures are made available through the SET Community Portal and posted on the Company website to ensure that all shareholders, investors, the press and media and any involved parties are fully informed in an accurate, comprehensive and transparent manner.

The Company’s Investor Relations has communicated equally and equitably with institutional investors, retail investors, shareholders, analysts and relevant governmental agencies. If the shareholders need more information, please contact directly at Investor Relations.

Inventor Relations
E-mail: IR@thiensurat.co.th
Telephone 0-2819-8899 ext. 1536, 1636

Various activities were undertaken whereby the management regularly meet with various individual or institutional investors and analysts in order to make presentations regarding the financial status of the Company and the Management Discussion & Analysis as well as to participate in the Opportunity Day for Investors to present the Company’s operating performance results and overview for the future operating trends of the Company as follows:

In 2016, investor relations activities are to allow management to meet retail investors to clarify communication and understanding on the correct approach to business. Also, investor relations provide general information of the Company by the Company Visit as well as answering questions from analysts, investors directly via email and phone regularly.

5
Responsibilities of the Board of Directors
5.1 Structure of the Board
The Board consists of persons who are equipped with expertise and competence. The Board has a crucial role in determining the corporate policy and overseeing the work of the management as well as supervising, monitoring, and evaluating the corporate operation in accordance with the Company’s plan under the principle of independence.

Currently, the Board of Directors consists of 10 Directors, that are 5 Executive Directors and 5 non-Executive Directors. The Audit Committee consists of 5 Independent Directors, representing the shareholders to oversee the Company's operations to be accurate and transparent.

Pursuant to the Company’s Articles of Association, one-third of the number of directors shall retire at the annual general meeting of shareholders. If the number of directors is not a multiple of three, then the number nearest to one-third shall vacate office. The directors to vacate office in the first and second years following the registration of the Company shall be drawn by lots. In every subsequent year, the directors who have been longest in office shall vacate office. The director who vacates office under this section may be reelected.

In addition, the Board has also appointed 5 series of sub-committee. Those are Audit Committee, Executive Committee, Risk Management Committee, Corporate Governance and Corporate Social Responsibility Committee, and Nomination Remuneration Committee to perform specific duty and submitted to the Board of Directors for consideration or acknowledgment. Sub-committees have rights and duties as determined in the authority of each committee. The company has clarified the separated roles and responsibilities between the Board and the management. The Board of Directors is responsible for policy oversight and implementation of executive policies. The company executives operate activities in accordance with the executive policies. The president of board of director and the president of executive management is not the same person. Both persons are the most qualified persons recruited by Board Director Committee.

The Board has appointed the Company Secretary who serves to provide suggestions with regard to the applicable rules and regulations that the Board must be aware of and to support the work of the Board including coordination support to ensure the implementation of the resolutions of the Board.

5.2 Roles and duties of the Board
The Board consists of persons who have diverse knowledge, skillsets, and expertise as well as executive leadership experience. The Board takes part in determining the vision, mission, strategy, policy and business direction. The Board oversees the management of the Company in accordance with applicable laws, purposes, regulations and resolutions adopted at the shareholders’ meeting. In order to closely oversee the business operation, the Board has established various committees in accordance with their respective roles and duties.