Corporate Governance
Corporate Governance
Corporate Governance

Governance policy

The board of directors gives important to the compliance with good governance principles for the transparency and responsibility of the directors and the managements and in order to raise shareholders’ confidence. Investors therefore, stipulates the good governance policy as follow

1. Right of Shareholders: Rights and fair treatment

The Board of Directors has the policy for shareholders to collaborate and suggest for the Company’s operations, we therefore provide the rights for shareholders e.g. the right to getting sufficient information, be in time with appropriate to make decision, to attend and vote in the shareholders meetings to decide the Company’s major policy changes, to elect and remove member of the board, to approve external auditor appointments and to receive shard profits. Shareholders are the owners of the company. They control the Company by appointing the board of directors to act as their representatives. Shareholders are eligible to make decisions on any of significant corporate changes including to be furnished with sufficient Company’s operation information for decision making. Moreover, shareholders own the rights to attend shareholders meetings to vote on director election/ removal, appoint the external auditor and the issues to have effects to the Company such as dividend allocations, amendments to the company’s articles of association or the company’s bylaws, capital increases of decreases, and the approval of extraordinary transactions, etc.

  1. The Company shall provide the information on the date, time, venue and agenda items with complete support data, and the issues for decision to all shareholders at least 14 days prior to the meeting. The information also shall be posted in the Company’s website both in Thai (Least 30 days) and English (Least 7 days).
  2. The Company has developed the annual shareholders meeting process to correspond with the good operations care and control principle as follows:
    • To certify the Minutes of previous Meeting.
    • To acknowledge the Company’s performance for the past year.
    • To approve the balance sheet and the profit and loss statement for the accounting period end on December 31 of the past year.
    • To consider the allocation of profits from the business performance of the past year.
    • To Consider the appointment of directors in place of those who retiring by rotation
    • To consider the remuneration of directors.
    • To consider the appointment of the Company’s auditor and determine his/her remuneration
    • Other business, opportunity for shareholders to ask on their intention issues and/or the board give answers and/or declaration to shareholders without voting
  3. The company shall facilitate the participation of shareholders in the meeting. The meeting venue shall be in Head Office accessible and can accommodate all shareholders along with providing adequate personnel and technology for monitoring the registration documents for the meeting including the duty stamps for proxy shareholders shall be provided.
  4. The Company shall allocate appropriate time for discussion ad encourage shareholders to express their opinions and ask questions related to the Company’s operation.
  5. All directors and executives shall attend shareholders’ meetings and reply questions.
2. Equitable Treatment of Shareholders

The Board of Directors has the policy to provide shareholders supervise the company and its performance by giving opportunities to protect the shareholders rights, equitable treatment and fairness.

  1. Shareholders shall have the right to propose issues to include to the shareholders meeting agenda in accordance with the rule posted in the Company’s website http://www.seafco.co.th. The issues shall be proposed within December 31, every year.
  2. Shareholders shall have the right to nominate persons for the Board of director elections in accordance with the rule posted in the Company’s website http://www.seafco.co.th. The nominations shall be proposed within December 31, every year.
  3. No additional meeting agendas/ substantial information changes shall be included or made to meetings without prior notice to shareholders.
  4. Shareholders who cannot attend meeting may appoint grantee with the power of attorney shich indicates voting. The Company shall propose at least an independent director to be the grantee’ choice.
  5. Shareholders shall have the right to elect on individual director. Voting shall be with ballots to be transparent and checkable.
  6. The Company has imposed the internal information application rule to prevent the directors, executives and staff to use the internal information for their own/ other persons’ interests inappropriately. The approach and policy have been noticed to all staffs to observe with the follows-up conducted regularly.
  7. The directors and executives shall disclose their interests and related person for the Board of Directors to consider the operations probably having conflicts of interest and to decide for the Company’s interest in overall. The directors and executives who have any interest on the transaction relevant the company, should not concern in the decision making on such transaction and would be following the process or measure of consider approval on related transaction of the company.
  8. The Board has a policy regarding securities trading of the company and reporting method to implement by the board, executive and staff can access inside information and the board and relevant executives have to prepare and submit report of securities holding of the company in accordance with the regulation of the Securities and Exchange Commission.
  9. The Board of Directors shall complete the minutes and inform to shareholders via the Company’s website within 14 days since meeting.
3. Roles of the Stakeholders

The Board of Directors has the policy to promote the cooperation between the Company and stakeholders having strengthened the company’s performance including taking care of stakeholder base on the rights of related laws.

The Company’s stakeholders are clients, employees, suppliers, shareholders/investors, creditors, competitors and the community the Company operates in, either a public/government sector.

  1. The Company has developed a Code of conduct handbook and imposed for all directors, executives and staff to acknowledge and observe. Offences to the manual’s provisions shall be penalized.
  2. The Company has the policy to upgrade to quality of life in workplace for all the employees to have better livings and work safeties there.
  3. The Board of Directors has adopted the mechanism to protect the rights of the complainant in the committed legal offences, balance sheet validity, defected internal control system of ethics offences which can be via the President directly.
  4. The Company shall compensate the stakeholders who are damaged by the Company’s infringement to their stakeholder rights as per the law and per specified in the Code of Conduct handbook.
  5. The Board of Directors has announced the directors, executives and staff who know the inside information which may have effects to the changes of the security prices shall refrain from security exchange in the 1 month period prior the Company announces the operation performance/disclose the inside information to public and after the news report and the financial statements for at least three days.
4. Disclosure & Transparency

The Board of Directors shall disclose the Company’s financial information and other information on the Company’s business and operation performance which shall be true, complete, sufficient, and timely to show the Company’s true financial and enterprising status including the future of the Company’s business.

The Board of Directors is committed to take care and control for compliance with the laws, rules and regulations on information disclosure and transparency as follows:

  1. Shall disseminate the information as per specified via the SET channel, form 56-1 and The annual report (form 56-2) as well as via the Company’s website both in Thai and English.
  2. Shall report the result of the corporate governance policy via the form 56-1 and the annual report (form 56-2)
  3. To comply with the SET’s announcement on the approach, condition and reporting of the disclosure of the financial statuses and operation performances, the Company has set to disclose via the form 56-1 e.g. (1) general information (2) risk factors (3) nature of business operation (4) individual product lines enterprising (5) the assets used for enterprising (6) legal conflicts (7) capital structure (8) management (9) internal control (10) related transaction (11) financial status and operation performance and (12) the other information relevant.
  4. Shall provide a statement of its responsibilities concerning the company’s financial reports.
  5. Shall disclose the names of members and roles of the Board of Directors and sub-committees, the number of meetings and the attendance of each director during the year.
  6. Shall disclose all the remuneration paid of each director including the fees for being the subsidiary directors and other positions such as advisors tec. Also, the remuneration of the first 4 executives stating from the president shall be disclosed in the annual report (form 56-2) and form 56-1
  7. Disclosure & the Disclosing Authority
    • 7.1 The information disclosure as required by SET’s rule
      • 7.1.1 The Company has the investor relation section to contact with outsiders such as shareholders, institutional investors, individual investors, analysts, related government agencies as follows:
        1. To disclose the substantial information to public.
        2. To widely disseminate information to public.
        3. To clarify against rumors/to news.
        4. To act when security exchange is unusual.
        5. To exchange security with insider trading on validly, sufficiently, timely, transparently, equitably and fairly.

        The Company authorizes the following persons for the information disclosure – the president.

      • 7.1.2 The Company’s contact persons for SET are
        1. President or the company secretary – For disclosure of the financial information which shall include annual and quarterly balance sheets, form 56-1 and annual report(form 56-2)
        2. President or the company secretary – For disclosure of the situational information which shall include to the acquired/ released assets, related transaction, shareholders, meeting date, director/auditor change, the Company’s head office relocation, shareholders meeting minutes, investment projects etc.
    • 7.2. The general information for organizational management shall be released to mass media by the president.
  8. The directors’ and executives’ security holdings and security holding changes shall be reported as per the Securities and Exchange Commission Thailand’s criteria.
  9. The Board of Directors and first 4 executives starting from president shall report their interests and the related persons to the chairmen and chairman of audit committee as per the Securities and Exchange Commission Act B.E.2551.
  10. The Board of Directors has lodged a risk management system having coverage to the vision, target, business strategy, finance, production and other areas for all with consideration to the occurrence probabilities and degrees of effect; has imposed the anti-measures and assigned the persons to be responsible for. Also the report and evaluation measures have been imposed together with the risks management committee has been adopted for planning and reporting the result of the actions by the plan to the Risk management committee regularly.
  11. The Board of Directors has adopted the internal control system having coverage to the financial, work operations and the applicable codes, rules and regulations compliance areas for all together with has adopted the audit and balancing mechanism being sufficiently effective to regularly protect and take care of the shareholders’ investment and the Company assets. The practices instruction shall be in writing and supported with independent internal audit unit directly reporting to the audit committee and auditing all sections’ practices are as per the instructions.
5. Responsibility of the board of directors

Details provided in Clause 8 under the topic of Structure of the board of directors of the company

6. General Shareholders’ Meeting

In 2016, the company has arranged the general meeting of shareholders on 21 April 2016 at 9.30 A.M. at the Meeting room of the company No 144, Prayasuren Rd. (Ramintra 109 Rd.), Bangchan, Klong Sam Wah, Bangkok. The board of directors of the company has a policy to have the shareholders take part in the decision making and have provided the shareholders with information completely, timely and sufficiently for the decision making. The company has sent the letter of invitation to the meeting, together with supporting information for the agenda to the shareholders in advance of the meeting. Each agenda is required to be provided with the opinion of the board of directors. The meeting has been attended by thirteen directors for AGM for the year 2016, including the chairman of the audit committee, the chairman of the corporate governance and recruitment committee and the chairman of the compensation committee and the company has the top executives, the auditor and independent observers from the Thai Investors Promotion Association attend the meeting as well.

The chairman of the meeting provided an opportunity to every shareholder equally to examine the business undertaken by the company and has replied to the inquiries to each agenda. The chairman of the meeting has encouraged the shareholders to express their opinion and to ask for clarification related to the operation of the company. In addition, the board of directors has arranged the minutes of the meeting and disclosed such minutes in the website of the company within 14 days since the meeting date so the shareholders are able to examine and make a correction within 30 days.

7. Leadership and Vision

The Board of Directors has participated in the establishment of vision, mission statements, strategy, goal, business plan, and budget of the company as well as supervising the management to perform according to its business plan, and established budget efficiently and effectively in order to maximize the economic value, and security to the shareholders.

8. Conflict of Interests

The company has policy to prevent conflict of interest by establishing policy and procedures in writing for the approval of related party transaction. The Board of Directors and the Audit Committee shall control and examine said transactions and provide disclosure within the Note to Financial Statement, Annual Report, and Form 56-1. In addition, the Board and the Committee shall supervise management and related party to comply to Section 59 of the Securities and Securities Exchange Act of BE 2535 relating to Disclosure of Security Holding and the Prohibition of Exploiting Insider Information for Self Interest. The executives have not purchased or sold the securities of the company 30 days before and 3 days after the notification date of the financial statements

9. Business Ethics

The board of directors of the Company has a policy to promote morality, ethics and transparency by focusing on ethically business operations in all aspects and in compliance with good governance principles to achieve good governance organization. The Company, therefore create business ethics and fair operation practices manual

10. Balance of Voting Power of Non-Executive Directors

The Board of Directors consists of 13 directors broken down into

  • Executive Directors 8 individuals
  • Non-Executive Directors - individual
  • Independent Directors 5 individuals

Non-Executive directors and independent directors combined accounted for 38% of all directors, and provided appropriate check and balance in the management of the company.

11. Combined or Isolated Position

The company has isolated the positions of the Board Chairman, and the Managing Director distinctively with the check and balance provided by independent directors.

12. Compensation for Directors and Management

The company has clear and transparent policy on director compensation at the same level as other companies in the industry and sufficiently high to retain qualified directors with proper approval at the General Shareholders’ Meeting. The company has established policy on management compensation at an appropriate level commensurate to duty and responsibility, sufficiently high to provide incentive for management to perform their duty to the highest of their ability.

13. Board of Directors’ Meeting

The Board convenes regularly at least quarterly with meeting invitation including information and clear agenda of the meeting delivered to all directors at least 7 days in advance. The company arranges to record minute of the meeting in writing to report the result of the meeting and retains the minute for the Board and relevant parties viewing and examining. During the year 2016, there were 4 Board Meeting with all directors attended in all the meetings.

14. System Control and Internal Audit

An Internal Audit Department has been established with help of KPMG Phoomchai was to assist in providing counsel to rectify weaknesses found in the company’s system of internal control, to ensure the company maintains a good system of internal control, and conducting its business in full compliance with the law and regulation relevant to the company. At present, the internal control division has been set up in the company.

15. Board of Directors’ Report

The Board of Directors is responsible for the consolidated financial statements of the company and its subsidiaries, and financial information presented in the Annual Report. The Board assigned the Audit Committee to review financial statements and related party transaction prior to its presentation. Said financial statements are prepared based on Generally Accepted Accounting Principles in Thailand applying appropriate accounting policy, and adequate disclosure within Notes to Financial Statement.

16. Investor Relation

The board of directors of the company has supervised disclosure of financial and non-financial data and information related to the business and the operating results of the company to ensure accuracy, completeness, sufficiency, consistency and timeliness and to present the position of the operation and actual financial status of the company, including the business prospect of the company through compliance with laws, regulations and requirements related to disclosure of the Office of Securities Exchange Commission and the Stock Exchange of Thailand strictly. In addition to disclosure of information in accordance with the requirements of the Office of Securities Exchange Commission and the Stock Exchange of Thailand, the company has communicated to the shareholders and investors through other channels by the Investor Relations Unit for direct communication with the shareholders, investors and securities analysts in and outside the country while the corporate communication unit will distribute data and information of the company to the shareholders, investors and people through the mass media and other media which have arranged the meeting with the analysts entering into the company in 2016 for 22 times and to participate in the activity “Listed company meeting with investors or Opportunity day” for 3 meeting.

In addition, disclosure of information has been made through the website of the company, www.seafco.co.thso the other stakeholders will be able to learn of information equally. The interested person is able to contact, inquire or ask for information from the Investor Relations Unit of the company, Miss Nutthawan Thasnanipan, and Mr. Anek Srituptim Tel. 0-29190090 Fax. 0-29190098 or e-mail : nthasnanipan@hotmail.com anek@seafco.co.th

Governance policy (Full version) Download