Corporate Governance

Corporate Governance

To comply with the guidelines of the Stock Exchange of Thailand, the Company has implemented Good Corporate Governance to be essential to the existence of the enterprise, and introduced a good auditing system, with an effective measurement of performance, which will help encourage businesses to develop and grow at a reasonable level. Details of the policy are as follows.

 

 

Board of Directors Board of Directors document

Audit Commitee Audit Commitee document

Risk Management Committee Risk Management Committee document

Nomination and Remuneration Committee Nomination and Remuneration Committee document

Policy

​- Whiste Blowing and Complaints 
- Anti Corruption Policy 
- Corporate Governance Policy 
- Policy on sustainable business development with responsibilities to society and environment 
- Information Security Policy 
- Risk Management Policy 

Others

Rights of Shareholders 

The Company respects the basic rights of its shareholders as investors, and as owners of the Company, on an equal basis of treatment. The shareholders are eligible to acknowledge the performance, management policy, properly enter into connected transactions, and access facts through the website of the Stock Exchange of Thailand at URL: www.set.or.th. Shareholders are assured that such rights are always protected and treated fairly. For example:

– The right to attend the general meeting of shareholders, which is usually held once a year, on an informed date, time and venue. The Company shall send the invitation and attachment with sufficient detail and completeness, accompanied by the opinions of the board of directors in every agenda. The details are as follows: Information for persons who have been nominated as director in place of those who are due to retire by rotation. Information background of the person who makes the nomination. Specific rules and regulations of the Company in regards to the shareholders’ meeting. Document and evidence that the attendees are required to present before attending the meeting. Advice on using proxy to register, and voting process in the shareholders’ meeting. Map of the general meeting of shareholders. Proxy Form B (a form with specific detail).

Equitable Treatment for Shareholders

Fair Treatment of Shareholders

The Company operates businesses based  on ethical principles and social responsibilities, with fair treatment of all  the shareholders and related parties with respect to the rights of the shareholders,  without benefitting any particular group of interests. The shareholders are  assured that their basic rights are always protected and treated fairly.

• The Company makes operating  results, management policy, and related transactions, available for accurate,  complete, timely, transparent, and fair disclosure, and disseminates the  information necessary for the shareholders to decide on, through the Stock  Exchange of Thailand’s website at: www.set.or.th, and the Company’s website at URL:  www.principalcapital.co.th.
• The Company runs agenda orderly in  its shareholders’ meeting as indicated in the invitation notice. New agenda items  are not allowed to be added at the meeting unless the shareholders are informed  in advance. New agenda items, not recorded in the invitation notice, can be  added when more than one third of the total sold shares with voting rights are  counted in the shareholders’ meeting.
• For every shareholders’ meeting,  the Company shall distribute the invitation notice, with completely detailed  attachment, accompanied by the opinions of the board of directors on each particular  agenda item in sufficient period of time as set by relevant laws. The  distribution of the invitation notice and attachment can be accessed in advance  so that the shareholders have more time to consider via the Company’s website at URL: www.principalcapital.co.th.
• If a shareholder is not able to  attend a meeting, the Company will send a proxy form as designed by the  Ministry of Commerce and the invitation notice. The shareholder can appoint a  proxy or an independent director of the Company to attend and vote on his/her  behalf.
• The voting right in  the shareholders’ meeting is based on number of shares. A shareholder shall  have one vote for one share.

Rights & Roles of Stakeholders

The Company recognizes the rights of all stakeholders, be they internal, such as employees or management executives, or external persons, such as competitors, credits from the public and private institutions, because the Company realizes that the support from all of the stakeholders will contribute to the Company’s competitiveness and profits, which will ensure the sustainable growth of the Company’s business.

Employee

The Company treats employees on equal and fair basis, providing them appropriate compensation to retain quality personnel within the Company.

Business Partners

The Company purchases goods and services from suppliers and meets the conditions of trade, and complies with contracted partners.

Creditors

The Company complies with the conditions as agreed in the agreements.

Customers

The Company is responsible for its customers, and produces products with high quality and standards. Also, a department or a person is assigned to receive any complaints from customers, and to take action as soon as possible.

Competitors

The Company supports and maintains an ethical mode of competition, and refrains from acting in bad faith to the detriment of its competitors.

Communities

The Company is responsible for the environment and society. Regarding the environment is very important, and the Company has complied with the laws and regulations of the relevant authorities, such as the Office of Natural Resources and Environmental Policy and Planning, under the Public Works Department, Bangkok Metropolitan Administration.

Responsibility of The Board of Directors

Scope of the Executive Committee’s responsibilities

The  Executive Committee performs duties and responsibilities as assigned and  determined by  the board of directors. The summary of duties and responsibilities of the  Executive Committee areas follows:

1. Be accountable for the administration regarding the Company’s common conduct of businesses and management as well as determine financial plans, budgets, human resource management, technology investment and public relations of the Company, for submission to the Board of Directors for consideration and approval as well as supervise and monitor the Company’s results of operation in pursuant with the Company’s policy.
2. Undertake the operation and the management of the Company in consistency with every aspect of the Company’s objectives, rules, regulations, policies, orders, and the resolutions of the Board of Directors and/or the resolutions of the shareholders’ meetings.
3. Have a power to appoint and supervise the operations of the appointed working group of committees to meet policies and objectives as required.
4. Have the power to consider and approve the capital expenditure under 10 million Baht (for each item). In this regard, such issue must be presented to the Board of Directors for further approval/ ratification.
5. Approve key investment spending as specified in the annual budget for expenditure, as assigned by the Board of Directors, or as agreed in principle approved by the Board of Directors.
6. Have the power to consider and approve the Company’s short-term investment (less than 1 year) and financial investment (Portfolio Investment) for the period of 2-5 years under an amount not exceeding to 300 million Baht (for each item). In this regard, such issue must be presented to the Board of Directors for further approval/ ratification.
7. Consider dividend payout during the year or an annual payout for submission to the Board of Directors for consideration and approval.
8. Set the structure of the Company, authority as well as appointment, employment, transfer, compensation, remuneration, bonuses for executives who are non-members of the Executive Committee and termination.

​The authority of Executive Committee shall not include the approval of any transactions that may have conflict of interests or any transactions that Executive Committee or persons may have conflict of interests or other form of interests that may conflict with the Company or its subsidiaries in accordance with the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand. The approval of such transactions must be presented to the Board meeting and/or the Shareholders’ meeting for consideration and approving such transactions in accordance with the Company’s regulations and relevant laws.