Corporate Governance
Corporate Governance
Corporate Governance

The company recognizes good governance in order to keep investors and the general public informed and be able to examine the operation of the company. The company has established supervision policy emphasizing matters related to directors, transparency in company's conduct, the disclosure of information, and risk management to build confidence among shareholders, investor, and all relevant parties.

The company has attended the good corporate governance development project for listed companies for the year 2012 with the Stock Exchange of Thailand to evaluate the performance to be improved for better good corporate governance work. At present it is in the process of collecting and grouping the policies into proper category.

1. Shareholders : Rights and fair treatment

The board of directors of the company has put its priority on rights and fair treatment toward the shareholders by stating clearly in the policy that the shareholders of the company are eligible to receive the share certificate and right to transfer shares, right to receive timely and sufficient information in a format suitable to the decision making, right of shareholders to attend the meeting and cast a vote in the meeting of shareholders for change in major policies of the company, right to elect and remove the directors and right to appoint the auditor and right in the profit sharing.

In the meeting of shareholders, the board of directors has a policy to facilitate the shareholders through submission of complete, clear and sufficient and timely information and the board of directors has encouraged the shareholders to attend and exercise their voting right in the meeting or to assign any person to attend the meeting or the independent director to cast the vote if the shareholder is unable to attend the meeting and to provide the shareholders an opportunity to express their opinion, ask for clarification or make an inquiry in an equitable manner.

The company has arranged the general meeting of shareholders of 2011 on 12 April 2012 at the conference room of the company No. 144, Prayasuren Rd. , Bangchan, Klong Sam Wah, Bangkok 10510, with nine directors attending the meeting. The company has assigned Securities Depository Center Co., Ltd. (Thailand), the registrar of the company, to send a letter of invitation to the meeting in advance and has made the notice in the website of the company 21 days before the meeting date. The report to shareholders for 2011 has been posted in the website of the company 14 days after the meeting date and the shareholders are eligible to make a correction if the minutes of the meeting have been found incorrect within 30 days since the disclosure in the website of the company. The right of minority shareholders is available for submission of the agenda of the meeting and the names of the directors to replace the directors whose term has expired. The company has made the notification on this matter through the Stock Exchange of Thailand to inform the shareholders and is opened to receive the matters in the month of January 2012 and has made the notification in the website of the company to indicate the procedures and methods of the decision process to ensure transparency and clarity. The shareholders have expressed no agenda of the meeting in the meeting of shareholders of 2011.

2. Right of various stakeholders

The company has determined to treat every stakeholder in a fair manner by setting up a policy on the stakeholders in the corporate governance policy between the company and the stakeholders like the employees, customers, trading partners, creditors, government agencies, communities located with the office of the company, including the overall society. Guidelines for practice by the directors, executives and employees have been arranged on an equitable basis and balanced mutual benefits with key focus on the conflict of interest, responsibility towards the shareholders, policies and treatment toward the employees, customers, trading partners, creditors, competitors and the overall society. It is specified that every director, executive and employee is required to learn, understand and strictly comply with the guidelines provided to ensure that the right of every stakeholder is protected and well treated. Besides, there is a channel available to receive the claim on corporate governance and business ethics from six groups of stakeholders consisting of customer group, trading partner group, shareholders and investor group, employee group and neighboring community group with consistent monitoring and report.

Regarding the employees, the company is aware that the employees are the key valuable success factor so the policy and practice have been arranged to ensure fair treatment for employees of every race and language, both opportunity, return, appointment, rotation, potential development, maintenance of the working environment for safety of life and property of the employees at all times. The company has undertaken the measures on safety, professional safety and environment sufficiently and appropriately to prevent any life casualty and injury and sickness from the accident or from the work undertaken.

The principle held by the company is to provide a fair return to the employees in terms of salary, welfare and compensation in any form connecting to the value added to the shareholders in the long run. The personnel management has been fairly arranged in conjunction with the opportunity provided for learning, development of knowledge and competence of the employees to their full potential for every employee in a consistent manner. The company has set up the performance assessment committee to evaluate the performance of each employee to ensure transparency and mobility of resources of the company toward sustainable and stable prospect.

Regarding the customers, the company has determined to develop the working process in response to the need of the customers for better efficiency and effectiveness, to keep and comply with the agreement made with the customers strictly by delivery quality output in accordance with the expectation of the customers at the fair price, to provide advice related to geological engineering and correct, timely and sufficient information, compliance with conditions made with the customers strictly and to arrange the system and process to accept complaint from the customers related to the quality, quantity, work safety, including suggestions on efficient operation beneficial to the customers. Besides, the emphasis is on maintenance of confidentiality of the customers and not to utilize for illegitimate purpose.

Regarding trading partners and/or creditors, the company has arranged the policies and practices toward the trading partners and/or creditors fairly and equitably with regard to the maximum interest of the company and fair return to both sides and avoidance of the situation causing the conflict of interest and compliance with the obligations under the agreement made.

Regarding the competitor, the company has arranged the policies and practices toward the competitors to ensure compliance with the international standard under the legal framework related to practice under the free trade competition, not to divulge secret or to learn the trade secret of the competitors through the fraudulent method, not to dump the market to compete for the customers. The concept of the company is to undertake the business in a fair manner.

Regarding the community and overall society, the company has encouraged and embedded awareness for social responsibility among the employees of all levels not to provide assistance or support or allow illegal practice. The company holds that the community is part of the company to be developed through spiritual development and awareness of the good deed in the communities around the company. The company in conjunction with Jittanuparb Institute has opened Branch No 47 for concentration training. Two concentration training classes have already been conducted to make spiritual development and community awareness for the communities and employees of the company to ensure sustainable development.

To support the above policies, the company has undertaken the social responsible activities or Corporate Social Responsibility (CSR) as the company has believed that the spiritual development will result in better social development. The incorrect act will be suspended as the spirit has been diverted from the wrong practice so theft or fraud in the community will decline and the society will be sustainable and livable.

3. General Shareholders' Meeting

In 2011, the company has arranged the general meeting of shareholders on 12 April 2012 at 9.30 A.M. at the conference 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 nine directors, 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.

4. 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.

5. 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.

6. Business Ethics

The Board and management have established policy and informed all employees to be conscientious to perform their duty with honesty, and be responsible to interested parties, the shareholders, and relevant parties consistently.

7. Balance of Voting Power of Non-Executive Directors

The Board of Directors consists of 9 directors broken down into

  • Executive Directors 6 individuals
  • Non-Executive Directors - individual
  • Independent Directors 3 individuals

Non-Executive directors and independent directors combined accounted for 33.33% of all directors, and provided appropriate check and balance in the management of the company.

8. 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.

9. 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.

10. 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 2011, there were 5 Board Meeting with all directors attended in all the meetings.

11. Sub-Committee

The company has formed three sub-committees comprising the Audit Committee, Recruitment and Compensation Committee and Risk Management Committee.

The Audit Committee

The company appointed its Audit Committee on March 2, 2004 with tenor of 3 years. The Audit Committee shall convene its regular meeting and report to the Board of Directors

The Recruitment and Compensation Committee

The Board appointed the Recruitment and Compensation Committee in accordance with its resolutions passed at the Board Meeting 4/2547, dated November 8, 2004, and 1/2547, dated February 25, 2004. The Committee was formed in order to consider recruiting qualified and appropriate individuals to be appointed as executive directors including consideration for an appropriate level of compensation for directors.

The Corporate Governance and Risk Management Committee

The board of directors has appointed new risk management committee in accordance with the resolution of the board of directors No. 5/2011 on November 11, 2011, to formulate the risk management policy of the company in accordance with the policy and strategy of the company and to assess and report the risk possibly incurred to the board of directors of the company

12. 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.

13. 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.

14. 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 2012 for 5 times and to participate in the activity Listed company meeting with investors or Opportunity day for one meeting.

In addition, disclosure of information has been made through the website of the company, www.seafco.co.th so 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, Khun Nutthawan Thasnanipan, Tel. 0-29190090 Fax. 0-29190098 or e-mail : nthasaipan@hotmail.com.