Good Governance
  

Corporate governance policy

The Company recognizes that good corporate governance is the major factor that enables the organization to have efficient operation and supports sustainable growth. The CG Policy, therefore, was drafted by Corporate Governance Committee which guided by the SET CG principle, and approved by the Board of Directors, which was currently updated on 9 November 2012. Other subcommittee charters and Director’s handbook were also drafted and approved by the Board of Directors in order to best comply the Company operation with written CG policy.

This policy was set in accordance with the SET CG principle which is divided into 5 categories;

1.
Rights of the Shareholders

Concerned as the Company owner, shareholders have their rights and votes, according to the laws, in key administration of the Company. Therefore; the Company aims to create the most benefit among shareholders on a basis of equal treatment. Moreover, sufficient information is accurately and timely given to shareholders to allow close study for investment whenever the Company publishes any news. Investor Relations and Corporate Secretary section were set up as a channel for communication where the shareholders can access via telephone, email and post.

  • Shareholder meeting

    The Company held an Annual General Meeting of the Shareholders on 30 April 2014, which did not exceed 4 months after the fiscal
    year end. The meeting registration started at 13.00 hrs. and the meeting was inaugurated at 14.30 hrs. The meeting venue was
    easily accessed by various means of transportation as it was situated at The Westin Grand Sukhumvit hotel in a central business
    district. Besides, the Company has employed Thailand Securities Depository Co., Ltd., (“TSD”) to manage the meeting registration
    for systematic, transparent and verifiable process.

    The Company has distributed the meeting notice, attachments and opinions of the Board of Directors and Audit Committee to shareholders more than 14 days prior to the meeting date to allow the shareholders to study the meeting agenda closely. The meeting notice was also published in newspapers and the Company website before the meeting. All information regarding the meeting was given equally among individual shareholders and institutional investors and thru every channel. Moreover, the Company encouraged the meeting attendance of the shareholders; for example, assisting in checking the votes of institutional investors or mailing the hard-copied annual reports to shareholders upon requested.

    On the meeting date, the Board of Directors, executives, auditors and legal counselors participated the meeting to stand by for shareholders’ inquiries.

    The Company conducted the meeting in accordance with the Company’s articles of association and the aforementioned agenda stated in the distributed notice. No urgent matter was put in the existing agenda. The Company has employed TSD to be in charge of vote counting where modern technology equipments and sufficient staff amount were brought into use. Vote counting in the meeting was, then, achieved in a short period of time, transparent, verifiable and conformingly to the laws. The Company also assigned its staff to take care of the meeting attendants.

    When the meeting was adjourned, the Company announced within the meeting date the meeting solutions and vote counting thru Stock Exchange of Thailand news board. Within 14 days, the Company reported the meeting minutes thru Stock Exchange of Thailand and the Company website. All records regarding the meeting vote counting are kept orderly and easily to use.

  • Rights of the shareholders in the Annual General Meeting

    The Company offered the shareholders rights to propose agenda in the Shareholder Annual General Meeting with the following criteria;

    Shareholder’s Criteria
    1. A single shareholder or a group of shareholders must hold shares and voting rights of at least 5% of the total shares with voting rights
    2. Such shares as stated above must be held continuously for at least 12 months before the agenda proposal submitting date
    3. Shareholder must be able to present the valid evidences of holding such shares. The evidences are; for example, copies of share certificates, certifying letters issued by the Company or other evidences issued by the Stock Exchange of Thailand or Thailand Securities Depository Co., Ltd. (TSD)
    The Company reserves the rights not to adopt the following agenda
    1. Agenda proposed by disqualified shareholder according to the shareholder's criteria
    2. Agenda concerning normal business operation of the Company
    3. Agenda beyond the Company's authority
    4. Agenda proposed in the previous Shareholders’ meeting and such agenda gained less than 10% vote of total voting rights, except its fact has significantly changed
    5. Agenda violated laws, regulations, notifications, governmental orders or which does not conform to the Company’s objectives, shareholders’ resolutions or good corporate governance
    6. Agenda already accomplished
    7. Other agenda under Stock Exchange Commission’s regulations
    Documents filing
    The shareholders wishing to propose the meeting agenda was requested to send all required documents to the Company Corporate Secretary via registered mail addressed to the Head Quarter or via email to the Corporate Secretary.

    Consideration procedure
    The Corporate Secretary firstly considers the qualification of the shareholders proposing agenda and the accuracy of the content, and then proposes to the Board of Directors’ meeting. However, if error is found in this first step, the Corporate Secretary will notify the shareholders and return the agenda proposal for amendment. If the content of the proposed agenda is not approved by the Board of Directors, the Company will inform the shareholders the denial reason.

    For the last Annual General Meeting, the Company notified thru Stock Exchange of Thailand news board and the Company website of the offer for a right to propose an AGM agenda for a period between 1 to 31 December, 2013. However, no proposal has been made yet.

  • Enquiries and suggestions
    Means of communication between shareholders and the Company are as followed;
    • Regular mail, addressed to Investor Relations section, AP (Thailand) Pcl., 170/57 Ocean Tower 1, 18th floor, New Ratchadapisek road, Klongtoey sub-district, Klongtoey district, Bangkok 10110
    • E-mail to investor@apthai.com
    • Telephone no. (66) 2261 2518 - 22
    • Facsimile no. (66) 2261 3446
2.
Equitable treatment of shareholders

The Company is always aware of equal treatment to shareholders; for example, after the Chairman of the shareholders meeting declares all information of each agenda, the shareholders will be offered the rights of questioning or examining. Until all aspects of each agenda are cleared to the shareholders, the vote casting process begins. Inquiries and important opinions raised during the meeting were also recorded in the Minutes of the meeting.

Thailand Securities Depository Co., Ltd. was also responsible for vote registration forms, which divided into each agenda and were standardized and completed. The executed forms are kept safely for transparency and tracking purpose. The shareholders, not able to attend the meeting, could grant their votes to the authorized proxies or to the Company nominated proxies which are 2 independent directors of the Company. Their names were stated clearly in the notice of the meeting. There were also proxy forms attached with the notice.

The Company also released the written measure of internal information protection, called “The Usage of Internal Information and Acquisition Policy” and published to directors, executives and staff. The Company CG policy also requires the executives to disclose their gain and loss of the Company business to Board of Directors. Currently, no director has any gain or loss of the Company business. Moreover, directors are required to disclose their share holding in the Company to Stock Exchange Commission by submitting the regulated form and declare to the Board of Director in every meeting. (See more details in the Internal Information policy)

3.
Role of Stakeholders

The Company concerns of every stakeholder’s rights and benefits, including employees, creditors, trade partners, governmental agencies and shareholders as followed;

  • Employee policy
    Human resource is an essential key, driving the Company to success; therefore, employee development and career path are concerned as important. The Company follows these principles in employee treatment;
    1. The Company operate on a basis of equal treatment and respect of a basic human rights without any discrimination against genders, ages, nationalities and religions;
    2. Employee recruitment of any positions in the Company shall be fair and considered on job requirement, educational background, experiences and other qualifications that match such job description. Disability shall not be disadvantage.
    3. Remuneration and welfare shall be transparent and unprejudiced with regard of suitability, working performance and the Company financial ability.
    4. The Company shall arrange a hygienic and safety working atmosphere
    5. The Company shall arrange and develop continually capability improvement programs for employee. Records shall be kept for future update. Work performance of the employee shall be assessed and, likewise, the employee shall be able to assess both their superiority and inferiority.
    6. Employee shall be provided channels for expression of their opinions or complaints in regard of their work. Their proposals shall be taken into solemn consideration and led to the solutions where satisfy in general and encourage friendly working atmosphere.
    7. The Company shall support self sustainability of the employee such as savings in reliable provident funds.
  • Trade partner policy
    1. The Company proceed any actions with trade partners fairly and based on a common trading rules among the internal and external trading partners. Equal opportunities shall be given to all trade partners in regardless of their sizes.
    2. The Company shall arrange systemic engagement with trade partners which is reliable, convenient, swift and cost saving. Such way of conduct shall be assessed and improved for better process.
    3. The Company and trade partners shall coordinate with positive concern of the clients’ benefit. Meanwhile, the Company shall encourage trade partners their social responsibility awareness.
  • Consumer liability policy
    1. The Company shall control its products and services to meet the standard, as well as evaluate and improve to lessen the effect on consumers.
    2. The Company shall set up channels, i.e. a call center and webpage in Facebook website for consumers to place their complaints.
    3. Consumers must be informed accurate and sufficient information of the Company’s products and services. The Company must be well aware of consumers’ liability, particularly in the aspect of safety and risk protection. Any contracts or agreements between the Company and consumers must be made with transparency and common understanding among all partners. Consumers must be offered enough time to study and chances for inquiries.
    4. Consumer rights and personal information must be guarded. Such information shall not be used without consent.
  • Creditor policy
    1. The Company shall strictly obey the agreement and reveal an accurate financial status of the Company
    2. Creditors shall be informed of any key actions and have the rights to protest under the relevant laws.
    3. The Company encourages a good relationship with creditors thru various activities.
  • Trade partner policy
    The Company shall conduct its business with morality and avoid any fraud that may destroy other business.
  • Shareholder policy
    The Company treats shareholders equally and discloses its information timely, accurate and completed.
  • Environment policy
    The Company is cautious about any impacts that may cause an environmental problem and follows strictly the laws and regulations on environment.
  • Health and safety policy
    The Company offers an effective health check-up policy, taken annually at a qualified hospital. Safety and hygiene are a fundamental concern which the Company must arrange a safety-first workplace, conformed to laws and regulations.
  • Corporate Social Responsibility policy (CSR)
    The Company promotes its CSR activities to help develop the community. Marketing and PR activities of the Company are assured not to provoke pessimism, social conflict or negative value.
  • Human rights policy
    The Company, directors, executives and staff shall respect universal human rights as followed;
    1. Promote the civilian rights of employees.
    2. Protect private information of employees. Disclosure or transmit of confidential information of employee can only be done with the consent of the employee, except such action is done according the Company’s regulations or laws.
    3. Oppose any action against human rights and fraud.
    4. Any infringement by either verbal or physical actions against race, gender, religion or physical and mental disorder shall be prohibited
  • Intellectual property rights policy
    The Company’s operation must also be well aware of any intellectual property rights upon the use of works or information gained from outsiders. Investigation or its source should be taken place before the usage.
  • Whistle-blower policy
    The Company provides channels where employees and public can report or complain on any suspected actions that can be illegal or fraud, and protection measures for the whistle blowers. Such report or complaint can be made directly thru the Company website or Mr. Kosol Suriyaporn (s_kosol@hotmail.com), an independent director and audit committee member.
4.
Information Disclosure and Transparency

Disclosure and transparency are not only the principle of public company limited qualification, but also of good corporate governance. The Company; therefore, gives great care of the information to be disclosed, in order to be accurate and completed. This shall create transparency in the Company business conduct.

  • Related units
    Investor relations and Corporate Secretary division are assigned by the Board of Directors to be responsible for information disclosure.
  • Information disclosure
    1. The Company discloses its information according to Stock Exchange of Thailand and Stock Exchange Commission regulations and the relevant laws, and equally between shareholders and public.
    2. Information to be disclosed are reviewed and approved by the Board of Directors and/or Managing Director, CEO, Executives and Corporate Secretary prior to the disclosure to the public. The Company will not disclose any information which deemed sensitive to shareholders’ advantage, to employees or any person who may benefit from such disclosure before it is announced to the public.
    3. The Company may refrain some information in which the disclosure of such information may affect to the business conduct; for example, information related to the business negotiation. Nonetheless, such refrainment will not conflict with the SEC and SET’s disclosure regulation.
  • Financial reporting
    Financial statements of the Company shall be accurate, transparent and reliable. Certified accounting standard and the relevant laws and regulations shall be brought into used. The Audit committee is assigned by the Board of Directors to look over the Company financial auditing in order to ascertain that suitable accounting policies are applied, and to review the accuracy and sufficiency of the financial statement.
  • Investor relations
    The investor relations division was set up to act as a communication center between the Company and investors, shareholders, analysts or others, to acknowledge the Company business operation and activities. Ms. Chidapa Amralikit was appointed as the Deputy Chief Financial Officer who is in charge of the investor relations with contact number (66) 2261 2518-22, or e-mail: investor@apthai.com, and www.apthai.com. Moreover, the Company website and call center are also another alternative options for contacts.
5.
Responsibilities of the Board

Board of Directors structure

The Company’s board of directors comprises of directors with diverse qualifications, in terms of ages, genders, skills, experience, and specialization that could benefit the Company. The board of directors consists of 13 members, 6 of which are from the Company’s executive board (Mr. Anuphong Assavabhokhin, Mr. Pichet Vipavasuphakorn, Mr. Siripong Sombutsiri, Mr. Wason Naruenatpaisan, Ms. Kittiya Pongpujaneekul, and Mr. Visanu Suchartlumpong) and 6 directors or more than one third of the total members of the board of directors are qualified as independent directors (Mr. Chatchaval Bhanalaph, Mr. Pornwut Sarasin, Mr. Phanporn Dabbarangsi, Mr. Nontachit Tulayanonda and Mr. Kosol Suriyaporn), 3 of which are members of audit committee. The independent directors can review Company’s operation and act as balance of power in the board of directors. They also can independently object any issue in the meeting, enabling efficient decision making process.

Moreover, the chairman of the board is an independent director and does not hold any chairman position in any sub-committee. The chief executive officer and the managing director held 23.24% and 8.59% (combining the shares holding by spouse) shares in the Company, respectively (as of 20 January 2014). Therefore, the CEO and managing director are both major shareholders and act on behalf of all shareholders in managing the Company with the objective to maximize shareholders’ benefit. However, chairman of the board, CEO, and managing director are not the same person, which creates a balance of power and distinct area of responsibilities for each individual.

Boards of the Company

The Company boards consist of 5 committee;

  1. Board of Directors

    Board of directors of the Company consists of 13 directors qualified according to Article 68. of Public Company Limited Act B.E. 2535 and any relevant notifications of Thai Stock Exchange Commission. Among 13 directors, there are 6 directors qualified as independent directors and, appointed by the Board of Directors, Mr. Vilas Pilakasiri is a secretary to the Board of Directors, to guide the Board’s meetings to be in compliance with the relevant rules and regulations.

    Scope of the Company Board of Directors’ responsibilities

    1. Assign visions, strategies and work plans of the Company for the best benefit of shareholders. Consider approval of any general business of the Company where significant, such as land sell and purchase or loan application approval without assigning Chief Executive Officer and Managing Director. The Board, however, assign Chief Executive Officer and Managing Director to administrate the Company following its policies.
    2. Act in compliance with the Company’s objectives, regulations, and shareholders’ resolutions.
    3. Set up the follow-up and assessment of working operation of the executives and staff, including the internal control and sufficient risk assessment.
    4. Consider appointment of person or outsource for internal auditing and consulting of the internal control improvement.
    5. Consider, in accordance with Stock Exchange of Thailand’s regulations, any arisen business that may have conflicts of interest with the Company
    6. Conduct the company business with fair and transparency
    7. Neither engage in the business of the same nature as the Company that might compete with the Company, nor a partner in the partnership, unlimited-liability partner in limited partnership, or director of another company limited or public company limited that engages in the business of the same nature as the Company that might compete with the Company, unless informing to the shareholders’ meeting prior to the appointment.
    8. Promptly inform the Company of any conflict of interest, direct or indirect, arisen from any contract made with the Company, or any increase or reduction in holding of the Company’s or subsidiaries’ shares or debentures.
    9. Arrange general ordinary shareholders’ meeting within 4 months after the end of Company’s fiscal year.
    10. Prepare the balance sheet and income statement as at the end of each fiscal year and propose them to the shareholders at the annual general shareholders’ meeting.
  2. Audit Committee

    Audit committee consists of 3 directors, matching the Independence Director qualification requirement of Stock Exchange Commission (See Director Nomination section for further detail). The committee members are specialized in the relevant aspects and possess the sufficient experiences in financial statement auditing

    Scope of the Audit Committee responsibilities

    1. Verify the Company’s financial statements to be accurately and adequately disclosed
    2. Ensure that the Company has appropriate and effective internal control and audit system. Consider approval of work plan of the internal audit unit and its independency. Appoint, transfer or terminate the employment of internal audit unit, including remuneration approval.
    3. Encourage the Company’s business operation to be complied with relevant laws and regulations, and good corporate governance.
    4. Seek and propose for appointment or removal of the Company auditors. Consider and propose their remuneration.
    5. Seek and propose for appointment or removal of the Company internal auditors. Consider and propose their remuneration.
    6. Participate in meetings with the Company audits and in absence of the Company executives. Such meeting is held at least once a year to communicate freely with the Company auditors.
    7. Consider the Company disclosure of any related transaction or any action that conflicts may arise in order to ensure the compliance with laws and regulations under the Stock Exchange Commission and the Stock Exchange of Thailand, and the best benefit for the Company.
    8. Disclose an Audit Committee’s report in the Company’s annual report where the audit committee members sign for its verification. Such report must contain the following details;
      • The committee’s opinion on the accuracy, sufficiency and reliability of the Company financial report;
      • The committee’s opinion on the adequacy of the Company’s internal control system;
      • The committee’s opinion on the suitability of the Company’s auditors;
      • The committee’s opinion on any action that may cause conflicts;
      • The committee’s opinion on the Company’s Good Governance and compliance with Stock Exchange of Thailand’s laws and regulations or any other related laws;
      • Other actions under the scope and responsibilities given from the Board of Directors that the Company deems as significant for shareholders and investors.
    9. Investigate reports from the Company auditors regarding any suspicious behavior of directors, executives or related persons which is against the law as defined in Security and Stock Exchange Act. The investigation result must be submitted to the Stock Exchange Commission and the auditors within 30 days after the auditors notify such matter.
    10. Consider the draft of Audit Committee Charter and review occasionally to keep the charter up-to-dated.
    11. Other actions as designated by the Board of Directors and agreed by the Audit Committee
  3. Nomination and remuneration

    Nomination and remuneration consists of 5 directors which 3 directors are qualified as independence directors.

    Scope of the Nomination and Remuneration Committee responsibilities

    1. Nominate persons with matching qualifications for the director position and propose to the Board of Directors in the event that there is a vacancy in the Board of Directors. With an approval from the Board of Directors, the nominated person will be proposed to the shareholders meeting for appointment.
    2. Review the self-assessment of the Company directors from time to time.
    3. Analyze the result of the Company directors’ self-assessment to develop working process.
    4. Propose the remuneration principle for the directors, i.e. gratuity, annual bonus and other compensation.
    5. Propose the remuneration principle for annual bonus of the executives and staff.
  4. Corporate Governance Committee

    Corporate Governance Committee consists of 5 directors where 3 directors are the Company executives for closed monitoring of the Company operation.

    Scope of the Corporate Governance Committee responsibilities

    1. Consider and propose the Good Corporate Governance Policy to the Board of Directors. Monitor the Company operation to be in accordance with the Good Corporate Governance Policy and review from time to time.
    2. Analyze the Good Corporate Governance Policy to ensure that the Company operation is compliance with and to improve the operation to better meet the criteria.
  5. Management Committee

    Management Committee consists of 5 directors, whose positions are the Company’s Chief Executive Officer, Managing Director and Chief Financial Officer, and other 2 appointed persons by the Board of Directors whom nominated by the Nomination and Remuneration Committee.

Scope of the Management Committee responsibilities

Management Committee is responsible for considering, approving and assigning any matters under the Company’s notification on the operating authorization, power administration and any other important issues