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 was drafted by corporate governance and risk management committee and approved by the Board of Directors. On 7th November 2016, the board of directors agreed to revise such policy in order to improve the standard and the operation of the good corporate governance, to be complied with ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard).
In this regards, the corporate governance policy is available on the company’s website http://www.apthai.com/investor-relations under the sequence of menu headings “Corporate Governance”
In 2017, the board of directors was considered and reviewed the implementation of CG code with the context of company’s business. Furthermore, the company’s corporate governance practices in 2017 were in line with the principle of good corporate governance for listed companies by the Stock Exchange of Thailand, which are presented in 5 categories as follows:
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 highest benefit among shareholders on a basis of equal treatment such as buying or selling shares, receiving dividends, together with an adequate, timely, and complete information. Relations and Corporate Secretary section were set up as a channel for communication where the shareholders can access via telephone email and post. In addition, shareholders are entitled to take part in material business decisions e.g., payment of dividends, appointment and removal of directors, determination of directors’ remuneration and amendment to provisions of the Articles of Association.
Shareholders’ Meeting
In 2017, the company held its Annual General Meeting of Shareholders (AGM) on 27th April 2017, which did not exceed 4 months after the fiscal year end. The company conducted the proceedings in a manner to ensure that the shareholders were able to exercise their rights in accordance with law, relevant regulations and good governance practices as follows:
The conduction of the shareholders’ meeting
The preparation of AGM’s minute and disclosure of AGM’s resolution
As stipulated in the company’s Corporate Governance Policy, all shareholders, i.e., major, minor, institutional and foreign shareholders, are entitled to have common shareholder rights and to be treated on an equitable and fair basis. The details are as follows:
The company has supervision of the use of insider information measure in written notice. ‘The supervision of the use of insider information and report of the company’s shareholding’ was approved by The Board of Directors on 13th August 2013 with the following objectives:
Moreover, the silent periods are set to refrain directors, executives and staff who are significantly involved in financial reporting from the company’s stock trading during the period of financial report disclosure (both before and after). Shareholders and public are allowed to have enough time to study the report and gain equal investment opportunities. This also applies to staff in the investor relations and public relations section to refrain from giving the significant insider information to outsiders, shareholders, investors, analysts, and mass media 7 days before the public announcement, also, to refrain from meeting or responding to any question so related.
If any employee violates the aforementioned measures, the company will take the following disciplinary actions:
For the report of ownership of shares, directors and executives are responsible for making reports of company’s stock trading within 3 working days after changes to propose to office of Securities and Exchange Commission (SEC) and Stock Exchange of Thailand. The company secretary is responsible for collecting those changes to put into the agenda of information for every board meeting. Directors and executives are to inform the Board of Directors about stock trading at least 1 day before making transaction.
For the report of ownership of shares, directors and executives are responsible for making reports of company’s stock trading within 3 working days after changes to propose to office of Securities and Exchange Commission (SEC) and Stock Exchange of Thailand. The company secretary is responsible for collecting those changes to put into the agenda of information for every board meeting. Directors and executives are to inform the Board of Directors about stock trading at least 1 day before making transaction.
In 2017, the changes on the directors and executives’ ownership of shares are as follows:
Directors’ ownership of AP shares
No.
|
Name
|
Number of shares
|
Remark
|
||
30th December 2016
|
29th December 2017
|
Change during the year
|
|||
1. | Prof. Dr. Naris Chaiyasoot |
-
|
-
|
-
|
No ownership of AP shares |
2. | Mr. Anuphong Assavabhokhin |
670,047,561
|
670,047,561
|
No trading transaction of AP shares | |
3. | Mr. Pichet Vipavasuphakorn* |
113,982,879
|
113,982,879
|
-
|
No trading transaction of AP shares |
4. | Mr. Siripong Sombutsiri |
-
|
-
|
-
|
No ownership of AP shares |
5. | Mr. Wason Naruenatpaisan |
132,000
|
132,000
|
-
|
No trading transaction of AP shares |
6. | Ms. Kittiya Pongpujaneegul |
817,520
|
817,520
|
-
|
No trading transaction of AP shares |
7. | Mr. Visanu Suchatlumpong |
100,000
|
100,000
|
-
|
No trading transaction of AP shares |
8. | Mr. Pornwut Sarasin |
673,000
|
673,000
|
-
|
No trading transaction of AP shares |
9. | Mr. Yokporn Tantisawetrat |
-
|
-
|
-
|
No ownership of AP shares |
10. | Mr. Phanporn Dabbaransi |
-
|
-
|
-
|
No ownership of AP shares |
11. | Mr. Kosol Suriyaporn |
-
|
-
|
-
|
No ownership of AP shares |
12. | Mr. Nontachit Tulayanonda |
-
|
-
|
-
|
No ownership of AP shares |
13. | Mr. Somyod Suteerapornchai |
2,200
|
2,200
|
-
|
No trading transactions of AP shares |
* including indirect shareholding (spouse)
Executives’ ownership of AP shares
No.
|
Name
|
Number of shares
|
Remark
|
||
30th December 2016
|
29th December 2017
|
Change during the year
|
|||
1. | Mr. Opas Ruangrajitpakorn |
-
|
-
|
-
|
No ownership of AP shares
|
2. | Mr. Piyawat Suephaisal |
-
|
-
|
-
|
No ownership of AP shares
|
3. | Ms. Tippawan Sirikoon |
-
|
-
|
-
|
No ownership of AP shares
|
4. | Mr. Somchai Wattanasaowapak |
-
|
-
|
-
|
No ownership of AP shares
|
5. | Mr. Vittakarn Chandavimol |
-
|
-
|
-
|
No ownership of AP shares
|
6. | Mr. Pamorn Prasertsan |
172,238
|
38
|
(172,200)
|
Sell out 172,200 shares
|
7. | Ms. Chidapa Amralikit |
-
|
-
|
-
|
No ownership of AP shares
|
8. | Mr. Worrapong Virojtananugoon |
231,000
|
11,000
|
(220,000)
|
Sell out 220,000 shares
|
9. | Mr. Ratchayud Nunthachotsophol |
-
|
-
|
-
|
No ownership of AP shares
|
10. | Mr. Thanit Paiboon |
-
|
-
|
-
|
No ownership of AP shares
|
11. | Mr. Boonchai Jankrajanglerd |
-
|
-
|
-
|
No ownership of AP shares
|
12. | Mr. Pattaraphurit Rungjaturapat |
-
|
-
|
-
|
No ownership of AP shares
|
13. | Mr. Set Srisayant |
-
|
-
|
-
|
No ownership of AP shares
|
The company emphasizes on the right of a broad range of stakeholders, both internal and external, including employees, creditors, trade partners, governmental agencies, customers and shareholders. The company’s corporate governance policy includes the role of stakeholder and the treatment of stakeholders is summarized as below:
The company recognizes that human resource is an essential key for driving the company to success. Therefore, the company aims to recruit and develop all employees equally.
The company also treats employees fairly and adopts a nondiscriminatory basis regarding gender, age, nationality or religion. The employees interests are addressed through the market based as well as compensation practices (short and long term) and the welfare and benefit are considers as important issues according to their performances. That is, in short term, employees’ performances, capability to make profit each year and KPI would be tools in compensation management, and in long term, Employee Stock Ownership Plan (ESOP) would be offered.
In addition, the company provides various benefits to the employee who has passed the probationary period as follows:
Besides, the company works hard on building culture, good relationship and good working atmosphere by arranging various activities. Employees are encouraged to suggest ideas for organization development. Therefore, the company conducts an annual survey and analyzes the results for further improvement. Moreover, health promotion activities are provided regularly for employees to take part in running program, weight loss running program, and annual check up.
The company sets up AP Property School to provide knowledge and develop abilities and working skills for employees, 5 curricula are provided at AP Property School. The details of 2017 training are shown in the topic of Corporate Social Responsibility (CSR), sub-topic of AP Property School.
Throughout 25 years, the company holds the principles of honesty and transparency in business conduct by realizing that corruption would affect company reputations, competitiveness, and trust of all stakeholders.
The company issues very strict guidelines of Anti-corruption policy for all Board of Directors, committees, executives, and every level of employees as stated below:
Following Anti-corruption policy and measures, the company provides knowledge to employees via various inside communication channels such as employees’ e-mail, pop-up animation on screen of every computer, and activities. These are to support learning and understanding, and to inform code of conducts of company’s Anticorruption policy. Besides, Anti-corruption policies and measures are put in new employees’ training curricula.
All employees are able to act as a whistleblower by sending e-mail to kosol.boardap@gmail.com or hotline@apthai.com. The company conducts procedures of investigation by setting committees to determine complains and petitions, in order to create fairness for every whistleblower, also, all data and information of whistleblowers are kept confidentially.
The company recognizes the importance of Safety, Hygiene, and Environment in working operations (SHE), therefore, the policy of Safety, Hygiene, and Environment in working operations is set to provide knowledge and to encourage practicing. Animation information is made to disseminate via inside communication channels such as e-mail and company’s website which are easily accessible. Moreover, training courses for employees, focusing on environment are put in the management curriculum of Construction Curriculum as one of AP Property School curricula. In 2017, 42 times of training courses were held with 599 participants.
From the previous year of 2017, accidental rate, leave of absence rate, and sickness rate were recorded as shown below:
Month
|
No.
|
Accident/Symptom
|
January
|
1.
|
A knife cut |
2.
|
A leg hurt after falling into a swimming pool | |
3.
|
Painting color splashes to the eyes | |
February
|
4.
|
Broken bones caused by fall accidents |
October
|
5.
|
A heavy object dropped on top of the foot |
November
|
6.
|
Step on a nail |
Type
|
Total employees (person)
|
Total leaves (day)
|
Average (day/person)
|
1. Sick leave |
1,339
|
8,330
|
6
|
2. Personal leave |
236
|
536
|
2
|
3. Annual leave |
1,722
|
14,614
|
8
|
Type
|
Total employees (person)
|
Total leaves (day)
|
Average (day/person)
|
1. Work related sick leaves |
5
|
21
|
3.5
|
For environmental conservation, the company enhances employees to operate works without causing any impact to environment. Employees shall not cause any emission by discharging garbage or wastewater from construction sites to community, also, garbage and dangerous goods from construction are not allowed to be eliminated and create air pollution by burning. Fences are built around construction areas in order to cover dust and debris not to spread out to areas nearby. The company expects employees to consume resources efficiently for instance, using reuse papers, and saving energy and water by displaying campaign on boards inside the office building. The company follows the law of environment by applying EIA before starting any project. The details are shown under the topic of Corporate Social Responsibility (CSR), sub-topic of Environmental conservation.
The company issues human right policy to encourage the Board of Directors, committees, executives, and employees including employees of subsidiary company to follow strictly. According to the Universal Declaration of Human Rights and Human Right in Organization, the company holds the recruitment with employment ethics - no discrimination on race, religion, color skin, and gender, also, no children labor or illegal labor. Moreover, the disabled are welcome for the suitable position and responsibilities.
The company adheres to and strictly complies with the policy of liabilities for consumers. House and condominium care, together with another services are provided with high standard and high quality development. The company organizes the assessment of construction impact on consumer regularly as well as After Sale Service team, which details are illustrated in the topic of Corporate Social Responsibility (CSR) under the sub-topic of Accountability to customers. Also, many accessible channels are provided for consumers to easily communicate with the company - through the website http://www.apthai.com/contact-ap, call center 1623, and special call service for AP’s customers 0-2018-9999.
Furthermore, in 2017, various activities were continually held by AP Society as shown in details available on company’s website http:// www.apthai.com/ap-society/, in the topic of CSR under sub-topic of AP Society.
The company behaves in an ethical and transparent way with creditors, business partners, and competitors based on good faith and business ethics. The company also operates strictly to comply with stakeholder policy as shown on company’s website http:// www.apthai.com/investor-relations/, under the topic of Corporate Governance.
The company sets creditors policy to encourage the Board of Directors, committees, executives and employees including employees of subsidiary company to follow strictly. It is taken into action by following the commitment and agreement equitably between all creditors based on fairness of mutual benefits, in order to create trust and sustainable relationship with creditors. The code of practices are conducted by setting guidelines for guarantee conditions, fund management, and default payment to bring fairness to creditors, both trade payable and financial institutions. The settlement shall be conducted in the period punctually according to the agreement to avoid default payments, and any contracts or agreements shall be followed seriously. In case of the situation which causes impact significantly to financial stability and payment capability, fund shall be managed by informing the creditors to consider for the solution to prevent damages or loss.
The company sets business partners policy to encourage the Board of Directors, committees, executives and employees including employees of subsidiary company to follow strictly by focusing on maximizing company’s benefits, conducting business with transparency, and improving collaboration with business partners to generate customers highest benefit. Besides, the company issues procurement policy, which identifies the criterion of procurements for company’s project both low rise and high rise, as well as Buyer Code of Conduct for purchasing officers to be the framework and code of practices to operate their duties with honesty, integrity, and transparency by seriously concerning about company’s benefit and equitable treatment for business partners.
However, in selecting business partners, the company sets the regulations in written notice as illustrated clearly and concretely in the section of procurement and code of practices. The approaches are as follows:
The company offers the opportunity of business equality without bringing disadvantages to small enterprises of business partners. Also, the company launches campaign of creating core value and anti-bribery by providing knowledge to all levels of employees via inside communication channels.
The company sets competitors policy to encourage the Board of Directors, committees, executives and employees including employees of subsidiary company to follow strictly by conducting the business according to regulations of business competition with honesty and fairness, based on alliance principle to support each other under the framework, not to bring loss and disconnection. Up until now, including in 2017, the company had no dispute among competitors.
Furthermore, the company recognizes the importance of being a part of society that is responsible for helping and supporting the society in providing beneficial public activities for communities. Therefore, the company sets social policy to encourage the Board of Directors, committees, executives, and employees including employees of subsidiary company to follow strictly. The purpose is to participate in developing quality of Thai society by continuously supporting and providing activities that are beneficial for communities and public society. The details of social activities are shown in the topic of Corporate Social Responsibility (CSR).
Apart from the implementation of policies related to stakeholders above, the company emphasizes on Anti-corruption by enhancing and supporting every level of employees to build good sense against all types of dishonesty and corruption. To ensure such intention, the company declared to be the part of Private Sector Collective Action Coalition Against Corruption (CAC) on February 26th, 2015. Later, AP was officially certified as a member of Private Sector Collective Action Coalition against Corruption (CAC) by CAC council on 9th March 2017. The details are shown in Anti-corruption guidelines.
The board realizes the importance of stakeholders and participation of all stakeholders, so the communication channels are provided for stakeholders to directly give suggestion, advice, or complain about any issues that may cause damages to the company. Sending e-mail is available through Mr. Kosol Suriyapon, audit committee member of the company; kosol.boardap@gmail.com. or hotline@ apthai.com. The procedures of accepting complains, petitions, and investigation shall be reported to the board.
Investor Relations
AP (Thailand) Public Company Limited
170/57 Ocean Tower 1 Building, 18th Floor, New Ratchadapisek Road, Klongtoey Sub-district, Klongtoey District, Bangkok 10110
Tel: 0 2261 2518-22
E-mail: investor@apthai.com
Website: http://www.apthai.com/contact-ap/
In 2017, the activities undertaken by Investor Relations are summarized as below:
Activities
|
Times
|
Analyst meeting | 4 |
Investor conferences | 23 |
Road show | |
- Domestic | 4 |
- International | 3 |
The company disclosed its information on website such as the Annual Registration Statement (form 56-1), the Annual Report (form 56-2), the notice to the shareholders’ meeting, the article of association, company’s regulations, Memorandum and Article of Association, the CG policy, business ethics for employees and board of directors, and other information. All disclosed information is up to date.
The company discloses company Key Performance Indicators (KPI), both financial KPI (e.g. revenue and profit) and non-financial KPI (e.g. customer satisfaction), with an intention to continuously build and increase customer satisfaction of the residence by emphasizing on research and product development. The company organizes marketing research sector and product development sector in order to profoundly analyze customers’ need, especially in the aspect of space utilization that meets customers’ lifestyle. This highlights AP’s qualification of Responsive creator as the company always uses the feedback from the research to help develop new projects. Besides, the company also organizes the sector of marketing strategy which operates the survey, research, and analysis about customers’ need in each area together with the potential of providing public utility of every project location. Therefore, the company is holding sufficient database for the analysis to study market demand on residence in each area along with roles, residence types, locations, and price levels in order to develop company’s project to be the most outstanding project among the competitors nearby, also, to affirm customers’ pride on selecting company’s product.
The board of directors’ qualification is in line with clause 68 of Public Limited Company Act B.E. 2535 and the related notification of the Securities and Exchange Commission (SEC). The board appointed Mr. Pramart Kwanchuen as a secretary of the Board of Directors, in order to handle the meeting in accordance with the relevant rules and regulations.
The company considered an appropriate Board Structure and balanced their responsibilities. As of 31st December 2017, the board comprised of 13 directors, as shown in the section of management structure.
The scope of responsibilities of each committee is shown in the section of management structure.
Process
The company secretary makes and reviews assessment forms to ensure the accuracy,
then proposes to the Board of Directors to make an evaluation. The secretary
is to summarize all performance assessments and proposes to the Board of Directors
to consider and make improvement of the operations for more efficiency.
Criterion
The percentages correspond to the levels of performance achieved in each of
area:
Assessment topics
Topic
|
|||
All Board of Directors |
Sub-Committee
|
Individual
|
|
Structure and characteristics of the board |
✓
|
✓
|
✓
|
Roles/duties/responsibilities of the board |
✓
|
✓
|
✓
|
Board meeting |
✓
|
✓
|
✓
|
Board’s performance of duties |
✓
|
-
|
-
|
Relationship with management |
✓
|
-
|
-
|
Self-development of directors and executive development |
✓
|
-
|
-
|
The Compensation Committee considers the remuneration of directors by taking into account prevailing profit of the company, reflect experience, obligations, scope of work, accountability, and responsibilities that are comparable to the industry level in which the company operates. The committee would recommend the compensation of the directors to the Board of Director for approval and propose to the shareholders’ for final approval. The details of directors and executives’ remuneration in 2017 are shown in the section of management structure.
Also, all boards had attended various training program of IOD as illustrated in the table below:
Directors
|
Training course
|
||||||
DAP |
DCP |
FND |
CDC |
ELP |
AACP |
ACP |
|
1. Prof. Dr. Naris Chaiyasoot |
✓
|
✓
|
✓
|
✓
|
-
|
-
|
-
|
2. Mr. Anuphong Assavabhokhin |
✓
|
-
|
-
|
-
|
-
|
-
|
-
|
3. Mr. Pichet Vipavasuphakorn |
✓
|
-
|
-
|
-
|
-
|
-
|
-
|
4. Mr. Siripong Sombutsiri |
✓
|
-
|
-
|
-
|
✓
|
-
|
-
|
5. Mr. Phanporn Dabbaransi |
✓
|
-
|
-
|
-
|
-
|
-
|
-
|
6. Mr. Nontachit Tulayanonda |
✓
|
-
|
-
|
-
|
-
|
-
|
✓
|
7. Mr. Kosol Suriyaporn |
-
|
-
|
-
|
-
|
-
|
-
|
✓
|
8. Mr. Pornwut Sarasin |
✓
|
-
|
-
|
-
|
-
|
-
|
-
|
9. Mr. Yokporn Tantisawetrat |
✓
|
✓
|
-
|
-
|
-
|
✓
|
-
|
10. Mr. Somyod Suteerapornchai |
✓
|
-
|
-
|
-
|
-
|
-
|
-
|
11. Ms. Kittiya Pongpujaneegul |
✓
|
-
|
-
|
-
|
-
|
-
|
-
|
12. Mr. Visanu Suchatlumpong |
✓
|
-
|
-
|
-
|
-
|
-
|
-
|
13. Mr. Wason Naruenatpaisan | ✓ |
- |
- |
- |
- |
- |
- |
The company has a succession plan that the chief executive officer and managing director are authorized to nominate a qualified and experienced person to be the executive of the company.
The selection and nomination of the company’s directors and key executives
Qualification requirements of company’s independent directors are stricter than the SEC notification Tor. Jor.4/2552 dated on 20th February 2009 (no.16 of the SEC notification Tor.Jor. 28/2551 was repealed.) as follows:
The Board of Directors considers persons to be nominated as the company’s directors by their educational background, specialization, and experiences which support the company’s business. The selection principles are as follows:
Nomination and Remuneration Committee nominates any appropriate person(s) qualified to the company’s director position, then proposes to the Board of Directors. The Board of Directors, then, proposes to the Shareholders’ meeting.
A meeting of shareholders shall elect the directors in accordance with the following procedures and rules:
In the event of vacancy in the Board of Directors due to other factors aside from the end of directorship term, the Board of Directors shall select any persons qualified with Public Company Limited Act and Security and Stock Exchange Act to fill in. Unless such vacant directorship remains less than 2 months, a person who replaces the vacant directorship shall apply for the remaining term.
The company’s human resource section is responsible for the hunt of qualified persons under the executive’s discretion, with the most relevant working experience and educational background.
The company group authorization empowers the executive committee to appoint the directors and the authorized signatory directors of the subsidiary companies in order to align the management of the subsidiaries with the company. Also, the financial status and business operation disclosure, the transaction among the company group, the asset acquisition, and disposal or any other important transaction of subsidiary companies are conducted by the same guideline of the company.
At the 2016 AGM, EY Office Limited (formerly Ernst & Young Co., Ltd.) by Mrs. Siriwan Suratepin (C.P.A. Registration No. 4604) and/ or Mr. Wichart Lokatekrawee (C.P.A. Registration No. 4451), and/ or Ms. Sathida Ratananurak (C.P.A. Registration No. 4753) were appointed as the company’s auditor for 2016 with the auditor’s fees of Baht 2,100,000 per year without non-audit fee.
At the 2017 AGM, EY Office Limited by Mrs. Siriwan Suratepin (C.P.A. Registration No. 4604) and/or Mr. Wichart Lokatekrawee (C.P.A. Registration No. 4451), and/or Ms. Sathida Ratananurak (C.P.A. Registration No. 4753) were appointed as the company’s auditor for 2017 with the auditor’s fees of Baht 2,100,000 per year without non-audit fee.
These appointed auditors have no relationship and conflict of interest with the company/ subsidiaries/ management and major shareholders of the company.
According to the CGR survey 2017 by Thai Institute of Directors (IOD), the CG score of the company was excellent. Nevertheless, there were some issues that may not cover the criteria of the Corporate Governance Report of Thai Listed Companies and ASEAN CG Scorecard, as stated below:
Issues
|
Explanations
|
The board of directors consist of 5-12 members | The board of directors consists of 13 members, who are appropriate for the nature and size of business during expansion. Experts from a variety of professions are needed. |
In corporate governance policy, the Board of Directors shall specified about limitations of the directorship in other companies - to be not more than 5. | Refer to the corporate governance policy, executive directors, managing director and chief executive officer are able to hold a directorship in other companies but not more than 5 group companies. However, there are no limitations for directors, therefore, some directors are holding directorship in other companies more than 5 companies due to the diversity of qualifications and abilities. |
The Board of Directors shall set limitations that individual may serve as an independent director for a maximum of 9 consecutive years. | The company has no limitations on terms of the position of directors since the company believes that company’s directors with knowledge and capability would be beneficial. Long term experience of the director provides deep understanding of the company’s business. |
Director election through cumulative voting | The company regulations call for director election to be decided by a majority of votes. Each shareholder carries votes equal to his or her number of shares. The company has consistently devised other ways to preserve the rights of minor shareholders including its encouragement for them to exercise their right to nominate additional agenda items or nominate directors in advance. |