Corporate Governance
Corporate Governance Policy
The Company recognizes the importance of being in line with Corporate Governance Policy in the business operation. Therefore, the Company’s Board of Directors is entitled to set up Corporate Governance Policy to be in line with the good principles and guidelines for directors which are consistent with the Code of Best Practices for Directors of Listed Company that comply with the regulations of the Stock Exchange of Thailand. In order to ensure real practice, it is also established various provisions.
Moreover, the Company has conducted corporate governance (CG Code 2560) to guide the policy development that covers the rights and equitable treatment of shareholders and other stakeholders, structures, roles, responsibilities and independence of the Board of Directors, disclosure and transparency, control and risk management, as well as Business Ethics in order to make the administration and the Company's business operation run with an efficient and transparent.
The corporate governance will be reviewed and approved at the Board of Directors’ Meeting once a year.
Moreover, the Company has conducted corporate governance (CG Code 2560) to guide the policy development that covers the rights and equitable treatment of shareholders and other stakeholders, structures, roles, responsibilities and independence of the Board of Directors, disclosure and transparency, control and risk management, as well as Business Ethics in order to make the administration and the Company's business operation run with an efficient and transparent.
The corporate governance will be reviewed and approved at the Board of Directors’ Meeting once a year.
Category 1 The Rights of Shareholders
The Company is well aware and places importance on the rights of the shareholders; not taking any action that would violate or deprive the rights of shareholders as well as encouraging shareholders to use their rights. The basic rights of shareholders include rights to trade or transfer their shares; the rights to receive dividends; the rights to adequately access the Company’s information; the rights to attend shareholders’ meetings to remove members of the board or to appoint auditor; and the rights to join in deciding on important matters that will have an impact on the Company such as dividend allocation, the amendment of the memorandum or articles of association of the Company, the increment or decrement of capital, and the approval of important business transactions, etc.
In addition, the Company manages to support and facilitate the shareholders’ right exercise as follows:-
- The Company assigns the Board of Directors to arrange Shareholders’ Meetings invitation letters together with meeting agenda and related documents with adequate facts for the shareholders to consider at least 7 days prior to the meeting date or to comply with the Securities and Exchange Commission and the Stock Exchange of Thailand.
- During shareholders’ meetings, chairman or secretary of the meeting will clarify the rules for the meeting including the process of voting and allocate sufficient time for the meeting.
- The Company provides shareholders to submit comments, suggestions, and questions prior to the shareholders’ meetings date.
- The Company provides equal opportunities for the shareholders to make enquiries, to express their views or suggestions. Therein, all the Company’s directors and relevant management are present to answer the questions that are raised. Every question-and-answer issue and all the significant opinions are recorded in the minutes of meeting to facilitate the shareholders’ scrutiny.
- In the case where shareholders are unable to attend the meeting in person, the Company allows him/her to assign an independent director or any person to attend the meeting on his/her behalf by filling in one of the proxy forms attached with the meeting invitation letter.
Category 2 The Equitable Treatment of Shareholders
The Company will treat every single shareholder equally and fairly whether the shareholders’ are executives, shareholders who are not executives, foreign shareholders, and minor shareholders. The Company performed the following principles:
- The Board of Directors will not unnecessarily conduct un-informed agenda to the meeting without prior notifying to the shareholders, especially, the significant agenda that the shareholders need some times to make a prudent study before making a decision.
- Independent directors are assigned by the Company to be responsible for looking after the minor shareholders. The minor shareholders are entitled to propose any suggestions, comments or complaints to the independent directors. The independent directors will conduct an investigation and determine appropriate remedies, including such significant ones as connected transactions, acquisition or disposition of the Company’s assets, independent directors will propose such matters at the next shareholders' meetings in order to consider and determine the agenda for the shareholders' meetings.
- Encourage shareholders to use the proxy forms as an alternative for shareholders to appoint one of the directors to attend the meeting as their proxy and vote on their behalf.
- Encourage the use of voting on the significant major shareholders’ meeting agenda such as the relevant transactions operation, the acquisition or disposition of assets and so on, in order to ensure transparency and accountability, in case of there is a dispute thereafter.
- Provide opportunity to the shareholders to exercise the right in appointment directors individually.
- Encourage to exercise the rights such as provide opportunity for minor shareholders to propose agenda items in advance for the meeting, provide opportunity for minor shareholders to propose persons to be appointed as director in advance at appropriate time, together with information of qualifications for consideration and the consent of the nominees.
- At a shareholders’ meeting, directors and executives will disclose information about their interests on each agenda, so the Board can consider the transactions that may have a conflict of interest and can decide the overall benefit of the Company. However, a director or executive who has interests in the matter under consideration shall not join the meeting and abstain from voting.
- Establish guidelines in writing regarding the keeping and protecting of inside information and inform such guidelines to employees of all levels. And the directors and executives are required to report holdings of securities to comply with the laws and handling such reports to the Board of Directors.
- The Company has set up measure to prevent “Insider Trading” by relevant persons who are directors and executives related to the inside information (including their spouses and minors). In case that staffs or executives discloses or makes use of the Company’s inside information for seeking his/her own personal interests. Heavy penalty, and firing or dismissal, will be considered.
Category 3 The Role of Stakeholders
The Company places importance on all stakeholder groups and the Company’s policy. The treatment of each group of stakeholders can be summarized as follows:
| Shareholders | : | The Company is committed to conducting its business effectively with full knowledge and ability in any cases, transparency to major and minor shareholders, in order to increase to overall shareholders’ value, including transparent and honest information disclosure. |
| Employees | : | The Company has set an appropriately salary and benefit to employees. In addition, the Company places importance on caring for the working environment, the safety of employees’ life and property, and is committed to continuously developing its employees’ potential, in compliance with laws and regulations relating to the staff strictly, as well as avoid any action that is not justified which can affect the stability of the functions of the employees, along with treating them with courtesy and respect the dignity of being human. |
| Customers | : | The Company is committed to providing quality products and standard services at reasonable prices, seriously and consistently treating the customers’ information as confidential, unceasingly seeking channels to maximize the benefits to our customers continuously, and strictly complying with the conditions provided to customers. |
| TradingPartners and Creditors | : | The Company has the policy to treat both the counterparts and creditors fairly and is committed in compliance with the trading conditions to creditors strictly whether it is the purpose of using the money, the repayment, the care of collateral quality, and any terms in mutual contracts to enhance good business relationship, beneficial to all parties. |
| Competitors | : | The Company operates its business with integrity and professionalism, without any legal or ethical wrongdoings. The Company does not seek its competitors’ trade secrets or information through illegal nor inappropriate means, and does not try to discredit its rivals by accusing the unfounded impurity. |
| Community and Public | : | The Company will not take any action that would harm society, natural resources and environment. It is also need to seek for social supporting activities, foster social responsibility among employees at all levels continuously and seriously along with strictly operation or controlling required by laws and regulations which issued by regulatory sectors. |
Category 4 The Disclosure and Transparency
The Company places importance on the disclosure of the Company-related information to be accurate, complete, transparent, and timely in conformity with the regulations stipulated by the Securities and Exchange Commission ("SEC") and the Stock Exchange of Thailand. Additionally, it discloses other general information as well as significant information which may affect the price of the Company’s securities which in turn impacts on the decision of the Company’s investors and stakeholders. In order to provide fair information to all parties, the information that was already disclosed to the SEC and SET was also posted on the Company’s website www.sci-mfgr.com.
The Company Board of Directors is well aware that the correctness, completeness, reality and rationality of the information under the Financial Report are the responsibility of the Board. The Company’s consolidated Financial Statements are prepared in accordance with generally accepted accounting standard. As such, suitable accounting policy is selected for use. The accounting information recording is accurately and completely made sufficiently to maintain the assets and to know of the weak point in order to prevent the fraudulent and irregularity acts in material substance from occurrence. Such practice is regularly performed including the sufficient disclosure of important information in Notes to Financial Statements. In addition, the Board has appointed the members of the Audit and Risk Management Committee to check the Financial Report, inter transactions and internal control system which, in this respect, the Audit and Risk Management Committee will report the same to the Board in every Board of Directors Meeting. In this respect, Report of the Board of Directors, Audit and Risk Management Committee and Auditor are apparently detailed in the Annual Report.
In respect of the work on the Investor Relations, the Company has assigned the Investor Relations Section to perform duties on the co-ordinations and communications as well as giving accurate information to the shareholders, analysts and related parties with transparency.
The Company Board of Directors is well aware that the correctness, completeness, reality and rationality of the information under the Financial Report are the responsibility of the Board. The Company’s consolidated Financial Statements are prepared in accordance with generally accepted accounting standard. As such, suitable accounting policy is selected for use. The accounting information recording is accurately and completely made sufficiently to maintain the assets and to know of the weak point in order to prevent the fraudulent and irregularity acts in material substance from occurrence. Such practice is regularly performed including the sufficient disclosure of important information in Notes to Financial Statements. In addition, the Board has appointed the members of the Audit and Risk Management Committee to check the Financial Report, inter transactions and internal control system which, in this respect, the Audit and Risk Management Committee will report the same to the Board in every Board of Directors Meeting. In this respect, Report of the Board of Directors, Audit and Risk Management Committee and Auditor are apparently detailed in the Annual Report.
In respect of the work on the Investor Relations, the Company has assigned the Investor Relations Section to perform duties on the co-ordinations and communications as well as giving accurate information to the shareholders, analysts and related parties with transparency.
Category 5 Responsibility of the Board of Directors
(1) Board of Directors
The Company’s Board of Directors consists of Directors knowledgeable, competent and experienced in carrying out business operations beneficial to the Company. The Board is appointed by the Shareholders Meeting consisting of 10 Directors; 5 of whom are Independent Directors, having each term in office for a period of 3 years and that the Independent Directors should have their term in office of not over 9 years consecutively.
The Company’s Board of Directors must have the qualifications and must not possess any prohibitions set out under the Law on Public Company Limited including the characteristics manifesting the lack of suitability to be entrusted on the carrying out of the management of the business where the shares in which are held by the public as prescribed by Securities and Exchange Commission and The Stock Exchange of Thailand.
Chairman of the Company Directors shall be an Independent Director and must not be the same person chairing the Executive Committee and Chief Executive Officer in order to cause the rising of a balance on the reviews of the work management. In this respect, the Company has expressly set out the scope of the powers, duties and responsibilities of the Company Directors, Executive Directors, Executive Director Chairman and Chief Executive Officer in order to prevent them from having the executive power and power to approve unlimited amount of money.
(2) Subcommittees
The Company’s Board of Directors appointed the Subcommittees to help the Board in monitoring controls over the business as follows:
• The Audit Committee consists of at least 3 Members; all of whom are Independent Members, but, at least 1 of them must be well-versed in accountancy and experienced sufficiently to review the reliability of the Financial Statements. The Audit and Risk Management Committee helps the Board in monitoring controls over the carrying out of the Company business operations to be in accordance with the Principle of Good Corporate Governance as prescribed by Office of SEC and SET including the scope of powers and duties as assigned by the Company Board of Directors.
• The Nomination and Remuneration Committee consists of 3 Members, at least, and 2-thirds of its total number, at least, must be Independent Members and that an Independent Member shall chair the Nomination and Remuneration Committee to be responsible for setting out the rules and policy on the scrutiny and fixing the remunerations for Directors of the Board and Subcommittee Members including the scrutiny, selections and nominations of suitable persons to hold positions of the Company’s Board of Directors and fixing the remunerations of the Directors.
• The Executive Committee of Directors consists of a total of 10 persons who help the performances of duties to be flexible, having the scope of powers and duties as assigned by the Company’s Board of Directors.
• Risk Management Committee consists of 7 Members and Management being the representatives from various units with Chief Executive Officer being Chairman of the Committee. The Committee performs duties in monitoring controls over the overall risk management process to keep it under a suitable level in accordance with the Principle of Good Corporate Governance as prescribed by Office of SEC and SET. The Risk Management Committee must be assured that the Company has the effective Risk Management Plan thoroughly covering all risks including the classification of, assessment on and reduction in the risk, monitoring follow ups on the risk and reporting the risk to Audit Committee on a regular basis every quarter.
However, the Company may, in the future, make scrutiny and select the other Subcommittee to perform the assigned duties in order to help release burdens on work administration of its Board.
(3) Duty and Responsibility of Directors
The Company’s directors have to perform their duty with utmost care and integrity in specifying policy, vision, strategy, goal, objective, mission, business plan and budget as well as monitoring the Company’s business operations to be efficient and effective as prescribed by law, objective and regulations of the Company, including shareholders’ resolution. The Company’s directors have established the following:
Business Codes of Conduct
The Company has set its business codes of conduct as operational guidelines for directors and the Audit and Risk Management Committee as well as every employee. The Company has strongly emphasized on confidentiality of information, integrity and loyalty, compliance with laws and regulations, respect of equal rights, resources conservation as well as environmental concern. The emphasis on the Company’s codes of conduct helps facilitate its business operation and internal control to be more efficient as well as strengthen trust and credibility among investors.
Policy Regarding Conflict of Interest
The Company has established policy regarding conflict of interest on the basis that every employee must perform their duty for the utmost benefits of the Company. Any action or decision must not be affected by personal interest as well as interest of their family member, relative or any other persons. The Company has set its policy emphasizing on 2 major issues as follows:
The Company provides the internal audit system in order to create confidence in the investors that we have carried out our business operations with effectiveness and add reliability to our Financial Statements. In respect thereof, an Independent Internal Audit Unit consisting of knowledgeable and experienced members was formed up in 2016 to continue working all along with the Internal Auditor originally hired by the Company to conduct internal audit for a certain period of time in order to monitor controls and follow ups over the performances in accordance with the internal audit system and assess the sufficiency of various systems and report result of controls and follow ups as well as the improvements and remedial actions in accordance with the result of monitoring controls and report given to Audit Committee regularly every quarter. And in order to make the internal audit system of the Company achieve the maximum benefit, we will contract the outsource consultant to evaluate the Company’s internal control system in the next opportunity possible.
(4) Meeting of the Board of Directors
In order to make our business operations being in accordance with the Principle of Good Corporate Governance, the Board of Directors Meetings have been scheduled to take place, at least, 6 times per year and the Board of Directors Meeting without Directors being the Executives to participate in to take place once a year. In the case where there is an important matter requiring to be reported or to obtain an approval of the Board, an additional meeting will be held in order to enable the Board to monitor controls over the performances of the Management continuously and in a timely manner. In this respect, letters of invitation to the Meeting will be forwarded to the Directors for considerations, at least, 7 days prior to the Meeting. In the case of necessity or urgency and in order to preserve the rights or benefits of the Company, Directors may request for additionally necessary information from the Company Secretary.
Chairman of Directors and Chief Executive Officer will jointly make considerations on the Meeting Agendas by providing the opportunity to the Directors to propose matters for incorporating with the Meeting Agendas, which in the related Agendas, high level Executives may take part in the Meeting, as well, to give additional information in details.
Each Director is advised that he/she should attend the Meeting of not less than 75% of all number of the Company Board of Directors Meetings held during the year.
(5) Report of the Board of Directors
The Audit Committee performs its duty to review Financial Report with the Accounting and Finance Department and the auditor jointly taking part in the Meeting and that the Financial Report shall be submitted to the Company’s Board of Directors every quarter. The Board shall be the party responsible for the consolidated Financial Statements that they are prepared in accordance with the generally accepted accounting standard and audited by the auditor approved by Securities and Exchange Commission (SEC) and The Stock Exchange of Thailand (SET) by selecting to use the suitable and acceptable Accounting Policy with practical performance regularly. In addition, due caution is exercised in using the discretion on the preparations and control is monitored to ensure that the important information is sufficiently disclosed in Notes to Financial Statements including financial information (Report on the Responsibility of the Board for Financial Report and other Information) appearing in the Annual Report in order to make it in conformance with the Principle set out by SEC and SET.
(6) The Remunerations
The Company has specified the remuneration for the Audit Committee in a level that can encourage them to perform their duty with the highest effort. The rate of remuneration will be equivalent with that provided within the same industry and is comparable with the Company’s business performance. The Company will ask for the Board’s approval on remuneration in the Board meeting.
The remuneration of the Chairman, CEO and senior executives will be identified based on their responsibility as well as criteria and policy established by the Board for the utmost benefit of the Company. Furthermore, salary, bonus and long-term compensation will be specified in compliance with the Company’s and each executive’s performance.
(7) Development Plan for the Company’s Directors and Executives
The Company’s Board of Directors enhances and provides supports and facilitations to cause the trainings to be held and knowledge passed onto related persons involved in the business governance system of the Company such as Company Directors, Audit Committee Members, other Subcommittee Members and Executives, etc., in order that duty performances can be improved continuously. Such trainings and passing of knowledge may be conducted internally within the Company premises or that the service of the external institute may be used.
Every time whenever there is a replacement of a Director, the Company Secretary will provide documents containing information useful to the new Director in performing his/her duty including organizing the session for the introductions on nature of the business and guidelines on the carrying out of business operations to the new Director.
The Company’s Board of Directors shall cause to be provided the Annual Performance Evaluation on the Board, Subcommittees both by group and by individual which shall be in the form of self-evaluation method in order that result of such evaluation can be used in the development of duty performances.
The Company’s Board of Directors consists of Directors knowledgeable, competent and experienced in carrying out business operations beneficial to the Company. The Board is appointed by the Shareholders Meeting consisting of 10 Directors; 5 of whom are Independent Directors, having each term in office for a period of 3 years and that the Independent Directors should have their term in office of not over 9 years consecutively.
The Company’s Board of Directors must have the qualifications and must not possess any prohibitions set out under the Law on Public Company Limited including the characteristics manifesting the lack of suitability to be entrusted on the carrying out of the management of the business where the shares in which are held by the public as prescribed by Securities and Exchange Commission and The Stock Exchange of Thailand.
Chairman of the Company Directors shall be an Independent Director and must not be the same person chairing the Executive Committee and Chief Executive Officer in order to cause the rising of a balance on the reviews of the work management. In this respect, the Company has expressly set out the scope of the powers, duties and responsibilities of the Company Directors, Executive Directors, Executive Director Chairman and Chief Executive Officer in order to prevent them from having the executive power and power to approve unlimited amount of money.
(2) Subcommittees
The Company’s Board of Directors appointed the Subcommittees to help the Board in monitoring controls over the business as follows:
• The Audit Committee consists of at least 3 Members; all of whom are Independent Members, but, at least 1 of them must be well-versed in accountancy and experienced sufficiently to review the reliability of the Financial Statements. The Audit and Risk Management Committee helps the Board in monitoring controls over the carrying out of the Company business operations to be in accordance with the Principle of Good Corporate Governance as prescribed by Office of SEC and SET including the scope of powers and duties as assigned by the Company Board of Directors.
• The Nomination and Remuneration Committee consists of 3 Members, at least, and 2-thirds of its total number, at least, must be Independent Members and that an Independent Member shall chair the Nomination and Remuneration Committee to be responsible for setting out the rules and policy on the scrutiny and fixing the remunerations for Directors of the Board and Subcommittee Members including the scrutiny, selections and nominations of suitable persons to hold positions of the Company’s Board of Directors and fixing the remunerations of the Directors.
• The Executive Committee of Directors consists of a total of 10 persons who help the performances of duties to be flexible, having the scope of powers and duties as assigned by the Company’s Board of Directors.
• Risk Management Committee consists of 7 Members and Management being the representatives from various units with Chief Executive Officer being Chairman of the Committee. The Committee performs duties in monitoring controls over the overall risk management process to keep it under a suitable level in accordance with the Principle of Good Corporate Governance as prescribed by Office of SEC and SET. The Risk Management Committee must be assured that the Company has the effective Risk Management Plan thoroughly covering all risks including the classification of, assessment on and reduction in the risk, monitoring follow ups on the risk and reporting the risk to Audit Committee on a regular basis every quarter.
However, the Company may, in the future, make scrutiny and select the other Subcommittee to perform the assigned duties in order to help release burdens on work administration of its Board.
(3) Duty and Responsibility of Directors
The Company’s directors have to perform their duty with utmost care and integrity in specifying policy, vision, strategy, goal, objective, mission, business plan and budget as well as monitoring the Company’s business operations to be efficient and effective as prescribed by law, objective and regulations of the Company, including shareholders’ resolution. The Company’s directors have established the following:
Business Codes of Conduct
The Company has set its business codes of conduct as operational guidelines for directors and the Audit and Risk Management Committee as well as every employee. The Company has strongly emphasized on confidentiality of information, integrity and loyalty, compliance with laws and regulations, respect of equal rights, resources conservation as well as environmental concern. The emphasis on the Company’s codes of conduct helps facilitate its business operation and internal control to be more efficient as well as strengthen trust and credibility among investors.
Policy Regarding Conflict of Interest
The Company has established policy regarding conflict of interest on the basis that every employee must perform their duty for the utmost benefits of the Company. Any action or decision must not be affected by personal interest as well as interest of their family member, relative or any other persons. The Company has set its policy emphasizing on 2 major issues as follows:
- Related transactions: The Company will consider the appropriateness of every related transaction, including price specification and condition of such transactions similar to those made with the external party (arm’s length basis) The Company must appoint the Audit and Risk Management Committee to consider its related transactions and such transactions were specified according to the Notice of the Board of Stock Exchange of Thailand with regard to information disclosure and the operation of Listed Company in managing related transactions as well as the Notice of Capital Market Supervisory Board with regard to criteria of related transactions. The Company shall handle such transactions based on criteria, conditions and methods as indicated in the Notice. Moreover, the Company shall also disclose such transactions in its annual report 56-1 Form to ensure its transparency and to solve any problems resulting from possible conflicts of interest.
- General investment The Company must not allow any of its employees who are also shareholders or any employee who benefit from the Company’s competitor or any vendor with whom the Company has business transaction to participate in any decision making with regard to business relation unless the Company gain prior approval from the Board of Directors.
- Gift receiving Employees at every level must not receive any gifts, tickets, sports tickets or any vacation or hotel vouchers as well as other personal offers if such offer may cause damage or loss to the Company or make the Company lose its benefits.
- Academic offer, public service duty, lecturer or any other position offer for every employee of the Company must receive prior approval from the director of related department or unit. Nevertheless, employees are allowed to take part in academic institution, public service duty, lecture or any executive position which helps broaden the Company’s vision and experience of the employee. However, such employee must not use the Company’s name or his/her position for his/her own benefits without prior approval of the Company.
The Company provides the internal audit system in order to create confidence in the investors that we have carried out our business operations with effectiveness and add reliability to our Financial Statements. In respect thereof, an Independent Internal Audit Unit consisting of knowledgeable and experienced members was formed up in 2016 to continue working all along with the Internal Auditor originally hired by the Company to conduct internal audit for a certain period of time in order to monitor controls and follow ups over the performances in accordance with the internal audit system and assess the sufficiency of various systems and report result of controls and follow ups as well as the improvements and remedial actions in accordance with the result of monitoring controls and report given to Audit Committee regularly every quarter. And in order to make the internal audit system of the Company achieve the maximum benefit, we will contract the outsource consultant to evaluate the Company’s internal control system in the next opportunity possible.
(4) Meeting of the Board of Directors
In order to make our business operations being in accordance with the Principle of Good Corporate Governance, the Board of Directors Meetings have been scheduled to take place, at least, 6 times per year and the Board of Directors Meeting without Directors being the Executives to participate in to take place once a year. In the case where there is an important matter requiring to be reported or to obtain an approval of the Board, an additional meeting will be held in order to enable the Board to monitor controls over the performances of the Management continuously and in a timely manner. In this respect, letters of invitation to the Meeting will be forwarded to the Directors for considerations, at least, 7 days prior to the Meeting. In the case of necessity or urgency and in order to preserve the rights or benefits of the Company, Directors may request for additionally necessary information from the Company Secretary.
Chairman of Directors and Chief Executive Officer will jointly make considerations on the Meeting Agendas by providing the opportunity to the Directors to propose matters for incorporating with the Meeting Agendas, which in the related Agendas, high level Executives may take part in the Meeting, as well, to give additional information in details.
Each Director is advised that he/she should attend the Meeting of not less than 75% of all number of the Company Board of Directors Meetings held during the year.
(5) Report of the Board of Directors
The Audit Committee performs its duty to review Financial Report with the Accounting and Finance Department and the auditor jointly taking part in the Meeting and that the Financial Report shall be submitted to the Company’s Board of Directors every quarter. The Board shall be the party responsible for the consolidated Financial Statements that they are prepared in accordance with the generally accepted accounting standard and audited by the auditor approved by Securities and Exchange Commission (SEC) and The Stock Exchange of Thailand (SET) by selecting to use the suitable and acceptable Accounting Policy with practical performance regularly. In addition, due caution is exercised in using the discretion on the preparations and control is monitored to ensure that the important information is sufficiently disclosed in Notes to Financial Statements including financial information (Report on the Responsibility of the Board for Financial Report and other Information) appearing in the Annual Report in order to make it in conformance with the Principle set out by SEC and SET.
(6) The Remunerations
The Company has specified the remuneration for the Audit Committee in a level that can encourage them to perform their duty with the highest effort. The rate of remuneration will be equivalent with that provided within the same industry and is comparable with the Company’s business performance. The Company will ask for the Board’s approval on remuneration in the Board meeting.
The remuneration of the Chairman, CEO and senior executives will be identified based on their responsibility as well as criteria and policy established by the Board for the utmost benefit of the Company. Furthermore, salary, bonus and long-term compensation will be specified in compliance with the Company’s and each executive’s performance.
(7) Development Plan for the Company’s Directors and Executives
The Company’s Board of Directors enhances and provides supports and facilitations to cause the trainings to be held and knowledge passed onto related persons involved in the business governance system of the Company such as Company Directors, Audit Committee Members, other Subcommittee Members and Executives, etc., in order that duty performances can be improved continuously. Such trainings and passing of knowledge may be conducted internally within the Company premises or that the service of the external institute may be used.
Every time whenever there is a replacement of a Director, the Company Secretary will provide documents containing information useful to the new Director in performing his/her duty including organizing the session for the introductions on nature of the business and guidelines on the carrying out of business operations to the new Director.
The Company’s Board of Directors shall cause to be provided the Annual Performance Evaluation on the Board, Subcommittees both by group and by individual which shall be in the form of self-evaluation method in order that result of such evaluation can be used in the development of duty performances.