1. Leadership and Vision
The Board of the Directors (“the Board”) determines CS LoxInfo Public Company Limited (the “Company”), a company in Shin Corporation Group of companies, to be a leading company with international notable on the perspective of being the most successful company in Thailand, having a variety of business with hi-technology, strong management, and capable staff who are being involved in the development of the vision, mission, and strategy. |
The Board shall have leadership, vision, independence in making a decision, and be responsible in governing the corporate for the greatest benefit to the stakeholders. |
The Board shall have duties and responsibilities toward the shareholders in monitoring the executives’ performance. Segregation of duties between the Board and the Executives shall be clearly defined. |
2. Composition of the Board of Directors, the Appointment, and the Independence
2.1 |
The Board shall comprise of the experts with experiences in various fields. There shall be sufficient directors to governing the corporate of not less than 5 as required by law, and not exceed 12. At least one director shall be experienced in the area of Telecommunication, and at least one in the area of Finance and Accounting.
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2.2 |
The Board shall be representative of all shareholders, not of a particular group of shareholders.
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| 2.3 |
The Board shall include the independent directors for at least one-third of the entire Board, but not less than three persons. More than one-half of the Board must be non-executive directors in order to ensure a good balance between executive and non-executive members.
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| 2.4 |
The Board should have the policy to have portion of directors fairly representing the investment proportion of the controlling shareholders of the Company.
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| 2.5 |
Appointment of the Board shall be complied with the Articles of Association of the Company and the prescription of the relevant laws. Selection of the directors shall be transparent and clear, and processed through the Nomination Committee. The consideration shall be made on the educational and professional background of the candidates. Sufficient decision-making information shall be provided to the Board and shareholders.
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| 2.6 |
The director shall have term as defined in the Articles of Associations of the Company. A retired director can be re-elected with no upper ceiling to the number of re-elections, with exception to the Audit Committee members who can serve on the Audit Committee for a maximum 3 consecutive terms, or no longer than 9 years.
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3. Chairman of the Board and Chairman of the Executive Committee
3.1 |
Chairman of the Board and Chairman of the Executive Committee shall be competent with appropriate experience and qualifications. They shall not be the same persons in order to maintain a balance of power between supervisory and management functions. |
3.2 |
Chairman of the Board is a non-executive director, the leader of the Board, and has duties as the Chairman of the Board of directors’ meeting and of the shareholders’ meeting. |
| 3.3 |
The Chairman of the Executive Committee, the leader of the executives of the Company, responsible to the Board for supervising the management the Company to achieve planned assignment. |
4. Qualifications of the Board of Directors
4.1 |
A director shall be capable, honest, integrity, carry out the business with ethics, and have sufficient time to devote his (her) knowledge, and capabilities for the Company. |
4.2 |
The Board shall possess the qualifications and shall not possess the prohibited characteristics, according to the Public Company Act or other related laws. |
| 4.3 |
A director can be director(s) for other company (ies), however, it shall not encumber the performing of duties of being a director of the Company. |
| 4.4 |
Independent directors shall have the independence qualifications in accordance with the Qualifications and Scope of Work of the Audit Committees chapter in the Audit Committee’s qualification guideline specified in the Notification of the Stock Exchange of Thailand, and shall protect the interest of every shareholder with the fair manner to avoid the conflicts of interest. Independent directors shall also attend the Board of directors’ meeting and express comments and opinions independently. |
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| Independent directors shall have the following qualifications. |
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| 4.4.1 |
Holding shares worth not more than 0.5% of the total paid-up capital of the Company, its associates, its subsidiaries or its related companies. The amount of shares held by the independent directors includes those belonged by their related persons |
| 4.4.2 |
Being a non-executive director in the Company’s associates, subsidiaries, related companies or major shareholder firms of the Company
Receiving no permanent remuneration from the Company, its affiliates and related companies from the position of its director, employee or advisor |
| 4.4.3 |
Having none of direct and indirect benefits both financially and operationally from the Company, its affiliates, and its major shareholders
The director should not engage in the mentioned benefits within the period of 1 year, unless the Board has carefully considered that the benefits do not impair the objectivity of work or the opinion expression |
| 4.4.4 |
Being unrelated parties to the executives or major shareholder of the company |
| 4.4.5 |
Being a director who does not protect only the interests of the executives, major shareholders or shareholders related to the major shareholders
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| 4.4.6. |
Being able to perform the independent director’s duties and to voice his/her opinions independently without the influence of the executives, major shareholders and their related parties
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5. Major Responsibilities and Scope of Duties of the Board
5.1 |
To carry out duties in accordance with the laws, the objectives, the Articles of Association of the Company, and the resolutions of the shareholders ’ meeting in good faith and with care to preserve the interests of the Company |
5.2 |
To determine vision, policy, and direction of the Company, as well as to oversee and superintend the management to be in line with the policy effectively and efficiently for maximizing corporate value and shareholders’ wealth |
| 5.3 |
To consider to approve or propose to shareholder to approve where the case may be major transactions about business operations of the Company and its subsidiaries such as new investment and asset acquisition or disposition and other transactions specified by the law |
| 5.4 |
To approve or agree to the related transactions between the Company and its subsidiaries in compliance with the relevant notifications, regulations and guideline of the Stock Exchange of Thailand |
| 5.5 |
To arrange to have a reliable accounting system, financial reports, auditing, as well as oversee the evaluation process for an appropriate, effective, and efficient internal control, internal auditing, risk management, financial reporting, and monitoring |
| 5.6 |
To oversee for not having a case of conflict of interests between the concerned persons of the Company, as well as to approve the Connected transactions and Conflicting transactions |
| 5.7 |
To govern the Company to carry out the business ethically and in line with the principle of good Corporate Governance |
| 5.8 |
To review the Company’s Corporate Governance Policy and assess due compliance at least annually |
| 5.9 |
To conduct Board appraisal, as a group, annually |
| 5.10 |
To appoint or delegate any power to any other persons to conduct the Company’s business subject to the control of and within the time as may be specified by the Board, whereby such appointment or delegation of power may, at anytime, be canceled, revoked, withdrawn or amended. Provided that the said appointment or delegation of power shall not be made in the manner that the Board or the person appointed or delegated then be able to approve any transaction to be entered into between the Board, the person appointed or delegated by the Board, or any person who may have conflicts of interest or any other benefits (as stipulated by the Office of the Securities and Exchange Commission) and the Company or the Company’s subsidiaries, unless the approval for such transactions is in compliance with the policy and rules already approved by the Board. |
| 5.11 |
To determine each director and executive to have duty in preparing and submitting the Report of Securities Holding in the Company by himself (herself), his(her) spouse, his(her) immature children, to the SEC, by using the 59-1 and 59-2 form, and by the timeframe stipulated in the Notification of the SEC no. Sor Jor 14/2540. |
6. The Sub-Committees
There shall be the Sub-Committees to study and pre-review the matters under the Board’s responsibilities. |
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| 6.1 |
Audit Committee |
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The Audit Committee shall be a part of the Board of Directors and appointed by the Board. The Committee shall be comprised of at least three persons with at least one person having knowledge in accounting/finance. The Audit Committee shall have the qualifications of independence according to the Notification of the Stock Exchange of Thailand relating to the Qualifications and the Scope of Work of the Audit Committee and the most updated CG policy of the Company. The power of the Committee and its scope of duties are: |
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6.1.1 |
To carry out the review of the Company’s financial statements with management and the external auditors to ensure that they fairly present the financial position of the Company and that they are prepared in accordance with generally accepted accounting principles |
6.1.2 |
To give recommendation to the Board about the changes to the Company’s accounting policies and financial authorities delegated to EXCOM and Managing Director |
| 6.1.3 |
To ensure that the company has suitable and efficient internal control system and internal audit |
| 6.1.4 |
To carry out the review to ensure compliance with Securities and Exchange Acts, regulations of the Stock Exchange of Thailand and any other relevant laws |
| 6.1.5 |
To consider, select and propose the appointment and audit fees of the company’s external auditor to the Board, as well as approve its audit plan and meet privately with external auditor at least once a year |
| 6.1.6 |
To review policies for the approval of non-audit services and make recommendations |
| 6.1.7 |
To review the work of the Risk Management Committee of the Company |
| 6.1.8 |
To review and provide opinion on material connected transactions for compliance and conflict-of-interests, as well as the accurate and complete disclosure |
| 6.1.9 |
To review and give opinion on the performance of Internal Audit Office and coordinate works with the Company’s external auditors |
| 6.1.10 |
To ensure all necessary assistance and cooperation required by the external and internal auditors are provided by management |
| 6.1.11 |
To prepare an annual Audit Committee activities report which must be signed by the Chairman of the Audit Committee and disclose in the Company’s annual report |
| 6.1.12 |
To consider and appraise annual performance of the Chief of Internal Audit Office |
| 6.1.13 |
To consider and approve the Internal Audit Charter, annual internal audit plan, budget and manpower of the Internal Audit Office and the adequacy of the internal audit function |
| 6.1.14 |
To report the Audit Committee activities to the Board of Directors at least 4 times a year |
| 6.1.15 |
To review the scope of duties, responsibilities, and to conduct Audit Committee performance self-assessment on the yearly basis |
| 6.1.16 |
To carry out any other works designated by the Board of Directors and agreed to by the Audit Committee |
| 6.1.17 |
To have full access to and cooperation by management |
| 6.1.18 |
To have the power to invite members of the management, officers and employees of the Company or external parties to give statements, to attend the meeting and to deliver necessary documents |
| 6.1.19 |
To have direct access to the external auditors in the investigation of any matter within its terms of reference |
| 6.1.20 |
To have the power to engage the consultant(s) or independent person(s) to provide opinion or advice if necessary, in accordance with the Company’s regulations, and expense (with no budget provided) under the approval authority of the Managing Director |
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| 6.2 |
Remuneration Committee |
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The Remuneration Committee shall be composed of at least three directors and at least one director must be an independent director with the power and duties as follows: |
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6.2.1 |
To appropriately determine necessary remuneration annually, both monetary and non-monetary, in order to attract and maintain the Board, the Sub-committees, and the senior management of the Company
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6.2.2 |
To prepare and propose policy and criteria on the determination of the Board and the senior management remuneration for the Board’s approval and/or in the Shareholders’ meeting, depending on circumstances |
| 6.2.3 |
To be responsible for the Board in providing explanations and clarifications about the remuneration of the Board of directors, and senior management in the Shareholders’ meeting |
| 6.2.4 |
To disclose the remuneration policy regarding the principles, rationale, and objectives in the annual report |
| 6.2.5 |
To perform tasks as designated by the Board |
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| 6.3 |
Nomination Committee |
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The Nomination Committee shall be composed of at least three directors and at least one director must be an independent director with the power and duties as follows:
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6.3.1 |
To determine policies and criteria on the nomination of the Board and the Sub-committees of the Company |
6.3.2 |
To nominate appropriate persons to be approved as the Board and the Sub-committees of the Company by the current Board or by the resolution of the Shareholders’ meeting, depending on circumstances |
| 6.3.3 |
To consider suitable persons to be nominated as Chairman of Executive Committee, if there is a vacancy, as well as to determine criteria for succeeding senior management |
| 6.3.4 |
To perform tasks as designated by the Board |
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7. Executive Committee
The Executive Committee shall be composed of the Chairman of the Executive Committee, directors or the person, with appropriate qualifications as approved by the Board. |
The Board shall delegate the following power and scope of duties to the Executive Committee: |
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7.1 |
To determine and propose policies, directions, strategies and core management structure for the Board approval so that the Company’s operation can adjust to economic conditions and competition and the Company can perform as previously stated to Shareholders |
7.2 |
To determine the business plan, budgets and operation authority of the Company for approval by the Board |
| 7.3 |
To monitor policy implementation and operation in order to obtain efficiency and favor the business status |
| 7.4 |
To monitor the Company’s operating performance to be in compliance with the approved business plan |
| 7.5 |
To consider the significant investment projects |
| 7.6 |
To has a power to authorize financial as the Board assigned. The Executive Committee may appoint the management staff of the Company to assume the power in undertaking financial transactions as the Committee deems it appropriate.
However, the power in financial undertaking does not permit the Executive Committee or appointed person to approve any transactions engaged between them or related persons having mutual benefits or conflicts of interest (as prescribed in the Articles of Association of the Company and the notification of the SEC). The approval on transactions shall be in accordance with the policies and principles already determined by the Board of Directors and the monitoring agent.
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| 7.7 |
To report the Company’s operating results to the Board of Directors on a monthly basis |
| 7.8 |
To perform tasks as designated by the Board |
8. Board Meetings
The Board shall meet for at least 6 times a year on the predefined annual schedule. Extraordinary meeting is allowed if bring required. In preparation of a meeting, the Chairman of the Board and Chairman of the Executive Committee shall monitor and agree with the meeting agendas addressing. The Secretary to the Board shall responsible for delivering the document and notice to the meeting to the Board members for not less than seven days before the meeting to allow adequate time for the Board to study the documents in advance. |
Chairman of the Board shall preside over the meeting, responsible for monitor and allocate sufficient time to each agenda for the directors to discuss, express opinions independently on the important matter(s)with equitable care on the benefit of the shareholders and the interested persons. The relevant management shall also be monitored to propose the information for consideration of the important matters. |
The Secretary to the Board is responsible for taking the minutes of the meeting within 14 days, keeping the minutes and the document to the meeting, facilitating for the Board members to perform their duties as required by law, Articles of Association, and the resolution of the shareholders meeting, as well as coordinating with the relevant persons . |
9. Non-Executive Sessions
The non-executive directors shall conduct meetings without the presence of executive directors from time to time as appropriate. This is to give an opportunity to discuss any subjects of interest related to the business operations of the Company. The conclusions made at each meeting shall be reported to the Board and the Chief Executive Officer.
The Chairman of the Board shall preside over these executive sessions. If the Chairman is unable to attend, the directors who are present shall select and appoint one of their members to chair the meeting. The Secretary to the Board shall act as the secretary of the meeting.
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10. Succession Plan
A succession plan for the Chairman of the Executive Committee and senior executives shall be developed in order to maintain the confidence of shareholders and stakeholders and allow business operations to continue without interruption when these positions become vacant.
The Board is authorized the Nomination Committee to set up succession planning criteria and to nominate the new Chairman of the Executive Committee and senior executives whenever the position becomes vacant. The succession plan shall be reviewed annually and the Chairman of the Executive Committee shall report the succession plan of the company to the Board on a yearly basis.
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11. Communication with the management
The directors are able to access and communicate directly with the management and the Secretary to the Board, where appropriate. However, the access and communication shall not intervene or interfere with the normal business operations of the Company |
12. Directors Remuneration
Remuneration of the directors and executives of the Company shall cohere with the duties and responsibilities. When comparable with the remuneration in the same industry, it shall be appropriate and adequate to motivate and maintain the qualified directors. The Remuneration Committee shall consider, and propose the remuneration of the directors annually to the Board and shareholders for making approval. |
13. Directors Training and Development
A newly appointed director shall be provided with the Company information, law and regulations, and business environment information of the Company as appropriate as for performing the duties. Continual training and development program will also be provided to equip the director for the efficient performance of the duties and governance of the Company. |
14. Board Assessment
The Board shall evaluate its own performance annually in order to improve the performance of the Board and to ensure that the Board perform its duties according to the approved Corporate Governance Policy and/or the latest Good Practices. |
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