Corporate Governance
   
 
   
Corporate Governance

Corporate Governance

 

Corporate Governance Policies

The Board of Directors has both allowed and facilitated good business management in every levels of the organization and it has continuously improved and strived to enhance our performance to achieve intended business goals as efficiently as possible. The Board of Directors has always conducted our business according to local laws and other related regulations and takes pride in our truthfulness and transparency. The Board of Directors truly believes that good, transparent and effective business management will significantly contribute to the company’s better performance and higher business returns. This is certainly most beneficial in the long run for our shareholders, investors and all other associates. Hence, the Board of Directors has determined our business administration and management policies as follows.

1.   To conduct business in accordance with the principles of Good Corporate Governance along with transparency and verifiability.

2.   To direct all members of director to act according to their entrusted roles and responsibilities as effectively and as efficiently as possible.

3.   To treat shareholders and other stakeholders with parity and fairness and disclose sufficient business information for all parties and associates involved.

4.   To supply adequate internal business control to ascertain appropriate risks management standard and ensure regular follow-ups.

5.   To determine the company’s visions, missions, goals, policies, business plans and corporate budgets and must undertake relevant follow-ups on a regular basis.

6.  To provide Authorization Manual to the company’s executives, employees and other associates to inform and specify their roles and responsibilities, their parts in decision-makings and their scope of power in accordance with their entrusted roles and assigned duties.

7.   To provide Code of Conduct and notify the members of Director along with every other employees and associates to adhere to.

The company uses action plans and conducts regular follow-ups to make sure that everything is done in accordance with the business plans and the cost remains within the corporate budget for every business quarter. The business objectives, plans and budgets are also changed, improved and updated yearly as well.

 The company has conformed to the following administration and management principles which specify five areas of conduct. These include Shareholders’ Rights Section, Treating All Stocks Holders Impartially Section, Roles of Stakeholders Section, Information Disclosure and Transparency Section, and Responsibilities of the Board of Director Section. The specific contents of each section are elaborated as follows.

1)  Shareholders’ Rights

  In 2016, the company held one meeting as the Annual General Meeting of Year 2016. The company used this opportunity to allow all of our shareholders to participate in the matters relating to business management and share their opinions on some aspects of the business operation. What follow are the details of the meeting and its activities.

1.1) The meeting was held at a hotel’s Convention Hall. The company had arranged the annual meeting, facilitated and enhanced all of shareholders including institutional investors to take part in the Annual General Meeting. Therefore, it was very crucial to organize the meeting in a convenient location.

1.2) At the meeting, the company allowed our shareholders to voice their concerns and propose the meeting’s agenda and also nominate in advance the persons whom they deemed suitable to become part of The Board of Directors. For the detailed information on the Annual General Meeting of 2016 during on September 1, 2015 until November 30, 2015 and for the Annual General Meeting of 2017 during on September 1, 2016 until November 30, 2016, the company notified shareholders via the SET news system and the company’s website prior to the day of the annual meeting.

1.3) The company sent the letters of invitation to the annual meeting along with related information and documents to be used at the meeting to all of our shareholders. These included the annual report, financial statements and other related documents that the meeting attendees had to bring to the meeting and used them to confirm their identities. They each also received a letter of proxy which would be used to notify the committee of their absences and also to authorize or entrust another individual as their substitutes. This must be done within 7 working days prior to the meeting. In any case, the meeting documents that were sent to all shareholders along with an official letter of invitation to the meeting must provide adequate and complete information. The shareholders can use them and put together their opinion to make various decisions as specified by the meeting’s agenda. Furthermore, the company also included another option for the shareholders in allowing the Independent Director to act on behalf of the shareholders who were unable to attend the meeting.

1.4) On the day of the meeting, the company arranged a barcode registration system which would show the registration number of each  shareholder as appeared on their registration forms and the letters of proxy. This was to ensure convenience for all of our shareholders and expedite the registration process.

1.5) The Meeting would be announced the specific procedures in balloting and counting the votes before starting the meeting. They also clarified how the voting forms were to be used. Each shareholder had one vote count per one stock owned.         

1.6) The Chairman of the meeting orchestrated the meeting as described in the agenda attached to the official invitation to the annual meeting. The executive committee allowed all meeting attendees to voice their opinions and ask question during each chapter of the meeting. The Board of Director themselves would also give relevant comments, articulate additional suggestions and subsequently makes a record of important issues discussed during the meeting in the Minutes.

1.7) The company did not introduce another meeting agenda or changed any important information without notifying the shareholders in advance.

1.8) The company distributed the Minutes of the Annual General Meeting to notify all shareholders about the results of the meeting. All shareholders can verify the information using information channels of the SET as well as through visiting the company’s website within 14 days after the day of the meeting.

2)  Treating All Shareholders Impartially

The company abides by the policy which states that we shall treat all shareholders impartially using the same standard regardless of whether one is a major shareholder, a minor shareholder, or an institutional investor. This is to ensure that the company has bona fide and sustainable impartiality. Measures taken to uphold the value are as follows.

2.1) The company arranges all meetings among all shareholders using the same standards and procedures and try to facilitate all shareholders and investors, give them equal opportunities in asking questions during meetings and voicing their opinions during each chapter of the meeting . The Chairman of the meeting was overseeing the convention heeds and respects all shareholders’ opinions and always try to answer to all concerns voiced and questions asked as completely as possible. This is evident in Minutes following every annual general meeting.

2.2) For the Annual General Meeting among in Year 2016, the company distributed an invitation card as well as the annual report, Financial statement and a letter of proxy to be used in nominating at least one person to become an independent director to all shareholders whose name appeared in the company’s record of stocks holding. The company also publicly announced the information regarding the date and time of the Annual General Meeting and the intended agenda in a newspaper prior to the meeting at least 7 days for a period of 3 consecutive days. This was done during March 29-31, 2016 and ten directors attended in the meeting.

2.3) The company allowed our shareholders to voice their concerns over various issues which would then be included in the meeting’s agenda. The shareholders could also nominate in advance an individual they deemed fit to become a director of the company. This must be done prior to the Annual General Meeting which in 2016 during on September 1, 2015 until November 30, 2015 and the Annual General Meeting of 2017 during on September 1, 2016 until November 30, 2016. The company notified all shareholders using the SET news system and also provided additional information along with specific clarifications regarding the criteria and the specific courses of action on the company’s website.

2.4) The company allowed our shareholders to exercise their rights in nominating and appointing director of the company as a private individual.

2.5) The company enfranchised all of our shareholders their rights over the company’s decision making based on the quantity of stocks owned. This is the standard practice which is applied to all of our shareholders. They can use their specified counts to vote and influence a decision when the occasion arises.

2.6) The company had attached Letter of Proxy, Type B which specifies that the shareholders can determine how they should vote during each period. With it, the company also sent a letter of invitation with date and time of the upcoming meeting. For those shareholders who could not come to the meeting, they would have to notify the independent director and authorize other individuals to attend the meeting and vote on their behalf. The aforementioned documents were also available and could be downloaded from the company’s website.

3)  Roles of Stakeholders

      The company takes every group of stakeholders into consideration by determining various procedures to be taken in the Code of Conduct. The manual itself is for Director, Executive and all other employees to consult, observe and adhere to ensure their good and ethical performance. The moral recommendations and codes of conduct as described in this manual are considered essential and shall be closely observed by all individuals, for example.

      -   Stocks Holders  :    The company shall conduct its business with absolute transparency while taking into account the prospect of long-term growth of the corporate value.

      -   Employees    :   The company shall support the development of human resources skills by basing our judgment entirely on individual competency and shall emphasize on safety first working ethics, impartiality, fair compensation and provide appropriate workers’ benefits.

      -   Business Partners/Creditors  :  To abide by trading agreements and strictly comply with conditions as stated in the contract(s).

      -   Competitors :  To observe and abide by relevant competition rules and regulations and shall not defame or denigrate competitors without sufficient proof or evidence.

      -   Customers   :  To strive, improve and keep our goods and products up to the relevant standards with the aim to maximize our customers’ satisfaction. In this respect, the company has also achieved and been certified with ISO9001:2000, GMP, and HACCP and also delegate a group of our employees for customer service and assure confidentiality between the company and our customers.

      -   Community, Society and Environment  :  The company supports our employees to participate in activities which aim to prevent or remedy environmental problems or pollutions by strictly observing local laws and related environmental regulations. The company also supports environmental activities of surrounding communities and other similar activities of the locality where our business establishments are located and pronounce to every employee known.

4) Information Disclosure and Transparency

The Board of Directors is aware that the company’s information, finance-related or not, can have an impact or influence how investors and other stakeholders make their decision. Therefore, the Board of Director has always explicitly instructed all Executives to be extraordinarily careful in disclosing the information which must be done completely, truthfully, reliably, regularly, and also in a timely manner. The Executives has always given priority to the aforementioned principles and behave accordingly. And regarding to services given to sustain investor’s relations, the company has delegated Chief Financial Officer to act on behalf of the company in contacting and communicating with investors, shareholders, analysts, relevant government agencies, investor’s institutions as well as the general public. For further information or specific inquiries, please contact us at 0-269-9166 or visit our website at www.cpi-th.com or email us at info@cpi-th.com

5) Responsibilities of the Administrative Committee

The appointment of the director of the company is proceeded in accordance with the agreement between the company and our shareholders which states that the director must come from our shareholders with the ratio that corresponds to the proportion of public stocks holdings. The Board of Director is normally comprised of eleven members. The specifications are as follows.

                        -       Executives Director             3 members

                        -       Non-Executives Director     3 members

                        -       Independent Director           4 members

All directors must receive an orientation along with necessary information on various aspects of business operation of the company from their very first day in office. This is a company’s policy which is applicable to all individuals who agree to take up a position as part of the executive committee.

In 2016, the independent director made up a third of the entire of the Board of Directors. In any case, the independent directors are free to act with their delegated authority. They do not need to answer to Executives, major stocks holders or even the Chairman of the Board of director. Therefore, the Chairman of the Board of director must not be the same person with the Chief Executive Officer. This is to guarantee the good and balanced allocation of responsibilities in both policy-making and day-to-day management. The company clearly stipulates and defines roles and responsibilities of every level of administration which can be referred to in our Business Operation Manual. The company also delegates and allocates duties and responsibilities of each finance position to ensure that relevant officers can work independently and can fully exercise their delegated authority to achieve their goals and objectives. This shall establish balance, transparency, and also credibility throughout bookkeeping processes and in their acting as custodians for the company’s assets. With clear boundaries between each administrative and finance position, the company can make sure that all related works and financial records are verified and that all directors can work to the fullest of their ability as representatives of all stocks holders to achieve intended results. This shall lead and necessitate a counterbalance between administrative and financial officers and help, in turn, to prevent fraudulence or other misconducts.

The Board of Directors is responsible for directing and managing the company. Their performance shall comply with laws and regulations, the company’s objectives and obligations as well as the decisions resulted from the general meetings between the company and the shareholders with due honesty and transparency. They must also strive to safe keep the company’s profits and other advantages. The tenure of a director is fixed and must be in accordance with rules and regulations which stipulate that during the Annual General Meeting of every year, one-third (1/3) of the director members must leave the posts. In the case which director member cannot be equally divided into three separate groups, the closest possible number shall be applied instead. The Director whose tenure is the longest shall be the ones who have to leave the posts. Regarding as Corporate Governance, an independent director’s tenure must not be longer than the period of 6 years. There are one independent director has been act more than 6 years and director should not be as director more than 5 listed companies because it will effect performance. None of director works as director more than 5 listed companies.

All directors possess knowledge, abilities, aptitudes and have undergone a training course necessary to become and act as Director. The program is known as “Directors Certification Program”(DCP) or as “Directors Accreditation Program” (DAP). Both are provided by Thai Institute of Directors (IOD). The following list shows committee members who have undertaken the programs.

1.   Mr. Somchai Sakulsurarat                      DCP Certificate Class 80/2006

2.   Assoc.Prof. Ninnat Olanvoravuth           Ph.D., DCP Certificate Class 121/2009

3.   Mr. Chusak Prachayangprecha              DCP Certificate Class 18/2002

4.   Mr. Takon Tawintermsup                        DCP Certificate Class 32/2003

5.   Mr. Paiboon Kujareevanich                     DAP Certificate Class 13/2014

6.   Mr. Kitti Chatlekhavanich                        Diploma and DCP Certificate Class 4/2000

7.   Mr. Karoon Nuntileepong                        Diploma and DCP Certificate Class 9/2001

8.   Mr. Songridth Niwattisaiwong                 Diploma and DCP Certificate Class 15/2002

The Board of directors possess leadership skills, visions, and are able to make decision independently in order to maximize the company’s and all shareholders’ benefits. The Board of director also participates in the process of determining and approving the company’s visions, missions, strategies, and objectives. The Management reviews the proposals for the Board of director every 1-3 years, or, whenever major changes occur both in the business operation and in the economy. For business plans and corporate budget, the Management normally presents them to the Executives Board to consider on a yearly basis. This practice is in accordance with the framework for business operation. The team shall report the information to the Board of directors and if the business plans or the corporate budgets put forward exceed the decision making authority delegated to the Executives Board, they shall bring the proposals to the Board of directors for the approval. The Board of directors shall direct the Management to act according to business plans and proposed corporate budgets as efficiently and as effectively as possible. Furthermore, the Board of director and the Management are functionally responsible to answer to all shareholders. Therefore, the delegation of authority and clear separation of each job duty, role and responsibility between the Board of director, Chief Executive Officer and the Management must be generally practiced. The company also clearly specifies and describes the operational authorities in written language.

To prevent future conflict over business profits, the company does not engage in business transaction with major shareholders, Director, Executives or any person related to the individuals. The Board of directors also takes precaution against any conflict over benefits that may arise. Under such circumstance, the company shall delegate an Audit Committee to see to the problems/conflicts and other related matters and put forward practical solutions appropriately and immediately. All business transactions shall be in accordance with the SET rules and regulations both in terms of prices and conditions-similar to transactions with any outsider. The specific details of the transaction, value, contract partners, reasons/needs must be clearly present in the Annual Report and Form 56-1 and must also be included in notice section of Corporate Budget under the detail on account reports of related individuals. Moreover, the company has a policy which states that Director and Executives must notify about the trading of the company’s stocks at least 1 day prior to the actual transaction so that the Audit committee can investigate on the matter through Company Secretary and must hand in report on all stakes holders involved every 6 month. Secretary Company must hand in a copy of the report to the head of the Audit committee afterwards.

Changes in stocks owned by Director and Executives in 2016

Name

Total Stocks owned at January 1, 2016

Changes during the year

Total Stocks owned at December 1, 2016

Exercise CPI-W1

Buy / (Sold) / (Transfer)

Mr.Somchai

Sakulsurarat

0

share

-  

 

-  

 

0

share

Mr.Suthep

Wongvorazathe

0

share

-  

 

-  

 

0

share

Assoc.Prof.Ninnat

Olanvoravuth

0

share

-  

 

-  

 

0

share

Mr.Satit

Chanjavanakul

0

share

-  

 

-  

 

0

share

Mr.Paiboon

Kujareevanich  

0

share

-  

 

-  

 

0

share

Admiral Satirapan

Keyanon

0

share

-  

 

-  

 

0

share

Mr.Takon

Tawintermsup

6,680,158

share

-

 

-  

 

6,680,158

share

Mr.Chusak

Prachayangprecha

13,253,181

share

-

 

  -  

 

13,253,181

share

Mr.Karoon

Nuntileepong

0

share

-  

 

 -  

 

0

share

Mr.Kitti

Chatlekhavanich

8,171,923

share

 

 

-

 

8,171,923

share

Mr.Songridth

Niwattisaiwong

2,831,260

share

-  

 

 -  

 

2,831,260

share

Mr.Rachoj

Tawintermsup

5,348,266

share

-

 

-  

 

5,348,266

share

Mr.Supisith

Chorruangsak

0

share

-  

 

-  

 

0

share

Mr.Rakkiti

Tanglamlert

0

share

-  

 

-  

 

0

share

Mrs.Ratsamee

Pongjindanon

0

share

-  

 

-  

 

0

share

Mr.Thawachai

Chomwarn

0

share

 -  

 

-  

 

0

share

Mr.Ananchai

Araniamfa

0

share

-  

 

-  

 

0

share

Mr.Somsak 

Pongraman

0

share

-  

 

-  

 

0

share

Mr.Sumin

Chudankura

0

share

 -  

 

-  

 

0

share

Remark   

1)   Mr.Suthep Wongvorazathe, Independent Director and chairman of the Audit Committee completed his director terms on April 24, 2016, requests not to re-appoint for another term of director. The board of directors meeting on May 11, 2016 has resolved to appoint Assoc.Prof.Dr. Ninnat Olanvoravuth as the Chairman of the Audit Committee and Admiral Satirapan Keyanon as a member of the Audit Committee.

2)   Mr.Satit Chanjavanakul, Independent Director and a member of the Audit Committee has resigned from the directorship of the company on October 17, 2016. The board of directors meeting on November 9, 2016 has resolved to appoint Mr. Paiboon Kujareevanich as Independent Director and member Audit Committee to replace his term.

3)   Mr.Rakkiti Tanglamlert resigned on January 16,2016.

4)   Mrs.Ratsamee Pongjindanon, Internal Audit Director is appointed as Chief Financial on May 18, 2016.

 

The Board of directors has developed a system for internal control that covers all areas-finance, business operation, risk management to ensure that they comply with laws, rules and related regulations. The Board of director also provides an effective mechanism to investigate and counterbalance and make sure that all funds and assets of both the company’s and the investors’ are attentively protected. In addition, the Board of directors also determines the company’s levels of authority. Any committee approval shall have with it clear signatures of associated personnel as specified in the manual concerning the business operation and Executives/employees’ responsibilities. All business forms must be written clearly and explicitly. There should be Internal Audit solely to investigate and control the working processes of all departments and keep up to the relevant standards. Internal Audit must also assess the effectiveness and sufficiency of the current level of internal control within the company. In any case, the Audit committee shall delegate necessary power and authority to the Internal Audit to enhance them to work independently. This is to make sure that they can fully investigate any problem or misconduct and can immediately and directly report the problems found to the Audit committee for every business quarter.

The Board of directors has collaborated to devise Development Plan for Executives along with Succession Plan and also undertake annual assessment regarding the work performance of Executives on a regular basis. They also come up with a compensation system which takes into account the work performances of Executives and translate them into benefits and compensations befitting their business performances. This is an attempt to encourage initiatives on the Executives’ behalf. It is to prompt them to take up challenges and become more successful at what they do. This shall benefit the company as a whole.

The company has published Codes of Conduct and provides them to all associates as something to abide by. All of the company’s employee shall work and attend to their duties with honesty and trustworthiness. The company has given Codes of Conduct to all Directors, Executives and employees and urges all to abide by the ethical principles. In addition, the company also provides training/meeting sessions to explain to all employees about the code of conduct described in the manual. Directors and managers at every level shall pay close attention to their subordinates and make sure that they all act according to the principles. More specifically, the company has officially delegated the code of conduct as part of the trainings to be provided and followed up by Human Resources Department on a yearly basis.

The company determines and subsequently announces about a meeting among the Board of directors in advance. The meeting will be held once for every business quarter. There might also be additional meeting(s) if it is deemed as necessary. The agenda of such meeting shall be clearly determined prior to the meeting itself. There might also arise an occasion in which the results and work performance are checked upon. On such occasion, the Company Secretary will send an official letter of invitation, along with the meeting’s agenda to each director 7 days prior to the actual meeting. This is to make certain that all directors have the time needed to ponder and examine the relevant information, be sufficiently prepared and arrive at the meeting ready to discuss the issues or problems.

During the Board of directors meeting, all directors can express their opinions freely. All things discussed shall be put down in writing. Afterwards, the records already approved by the Board of director will be passed on to director of company which shall further investigate and proofread before giving their final approvals. Normally, a meeting lasts for approximately 3 hours. In addition, the company will delegate a Company Secretary and Legal Consultants who shall suggest or recommend on legal matters and other related regulations, oversee the board of director activities, and coordinate with all associates to ensure that all practices comply with the board of director’s decisions.

The company’s regulations state that in attending meetings, the members of the board of directors or other sub-committee must be present no less than two third (2/3) of the entire body. In 2016, the rate of attendance can be summarized as follows;

Name

Number of meetings attended / Numbers of meetings Year 2016

The Board of director

The Executive Board

The Audit Committee

The Nomination and Remuneration Committee

The Risk Management Committee

The Corporate Governance Committee

Shareholder’s meeting

Mr.Somchai Sakulsurarat

5/5

 

 

2/2

 

 

1/1

Mr.Suthep Wongvorazathe1)

1/1

 

1/1

 

 

 

1/1

Assoc.Prof.Dr.Ninnat Olanvoravuth1)

5/5

 

4/4

 

4/4

 

1/1

Mr.Satit Chanjavanakul2)

4/4

 

3/3

 

 

 

1/1

Admiral Satirapan Keyanon1)

5/5

 

2/2

2/2

 

 

1/1

Mr.Paiboon Kujareevanich  

0/0

 

0/0

 

 

 

0/0

Mr.Takon Tawintermsup

4/5

21/23

 

 

 

 

1/1

Mr.Chusak Prachayangprecha4)

5/5

23/23

 

2/2

 1/1

 

1/1

Mr.Karoon Nuntileepong4)

5/5

 

 

 

 1/1

4/4

1/1

Mr.Kitti Chatlekhavanich

4/5

 

 

 

4/4

 

1/1

Mr.Songridth Niwattisaiwong

5/5

 

 

 

 

4/4

1/1

Mr.Rachoj Tawintermsup

5/5

 

 

 

 

 

1/1

Mrs.Ratsamee Pongjindanon3)

 

 

 

 

4/4

 

 

Remark   

1)   Mr.Suthep Wongvorazathe, Independent Director and chairman of the Audit Committee completed his director terms on April 24, 2016, requests not to re-appoint for another term of director. The board of directors meeting on May 11, 2016 has resolved to appoint Assoc.Prof.Dr. Ninnat Olanvoravuth as the Chairman of the Audit Committee and Admiral Satirapan Keyanon as a member of the Audit Committee.

2)   Mr.Satit Chanjavanakul, Independent Director and a member of the Audit Committee has resigned from the directorship of the company on October 17, 2016. The board of directors meeting on November 9, 2016 has resolved to appoint Mr. Paiboon Kujareevanich as Independent Director and member Audit Committee to replace his term.

3)   Mrs.Ratsamee Pongjindanon, Chief Financial Officer is not a director of company but is appointed as member of the Risk Management Committee.

4)   The Risk Management Committee held 1 special meeting which invited Mr.Chusak Prachayangprecha Director and Mr.Karoon Nuntileepong Director to consider the subject.

 

Every year, after the annual business operation comes to an end, all directors must assess work performance of each director. Each director must assess his or her own performance by referring to the SET performance assessment form. The director will then notify the results to the board of director who will engage in further assessment to find a practical solution in order to develop potentials and skills necessary for the individual to improve their overall performances. The board of director must also review how each director perform his or her roles and must preemptively prevent any mishap or misconduct that may arise and damage or undermine staffs’ performance or decision making on any issue. With a scoring system of 100%; >80%=excellent, >60%=good, >40%=fair, >20%=improvement need and less than 20%=not in action in that topic. In the Board of directors meeting No.1/2017 on February 23, 2017, all directors assessed work performance of the board of director, Sub-committee and individual director for performance in year 2016. The summary of this assessment was presented to the Board as follows;

1) Self-Assessment to evaluate entire of the board of directors which has topics as the structure and qualification of the directors, the roles and responsibilities, the meeting, the duty and acting, the relationships with the management and the skill development of the director and the executive. The overall summary of assessment findings showed an average of 85.60%, regarded as excellent.

2)  Self-Assessment to evaluate sub-committees which has topics as the structure and qualification of the sub-committees, the meeting, the roles responsibilities and duty. The overall summary of assessment findings showed as follows;

      -   The Nomination and Remuneration Committee had the average score 72.92%, rated good.

      -   The Audit Committee had the average score 90.82%, rated excellent.

      -   The Risk Management Committee had the average score 82.14%, rated excellent.

      -   The Corporate Governance Committee had the average score 92.86%, rated excellent.

3)  Self-Assessment to evaluate individual director. The overall summary of assessment findings showed an average of 89.39%, regarded as excellent.

 

 

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