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Corporate Governance

Board of Directors of Raimon Land Plc has set out policies for corporate governance that adhere to the ‘Principles of Good Corporate Governance for Listed Companies’ promoted by the Stock Exchange of Thailand. The Company ensures transparency, integrity and accountability in line with international standards by setting up an Audit Committee comprised of 3 qualified independent directors. These independent directors are tasked to independently audit and monitor performance of the Board of Directors. To further ensure good corporate governance and better supervision, the Company has appointed an internal auditor since the end of 2003. Structurally, the Audit Committee and internal auditor are completely independent from the Company’s Executive Committee. The Board has committed itself to compliance with the ‘Code of Best Practice for Directors of Listed Companies’ and the 5 principles of ‘Good Corporate Governance, 2012’ as follows:

1. Rights of shareholders
2. Equitable Treatment of Shareholders
3. Role of stakeholders

3.1) Protection of stakeholders’ rights

3.2) Policy and practice toward Competitors

3.3) Policy and practice toward Trading Partners

3.4) Policy and practice toward Creditors

3.5) Policy on Non-Infringement of Intellectual Property

4. Disclosure and transparency
5. Responsibilities of the Board of Directors

5.1) Structure of the Board of Directors

5.2) Director Authorisation and Restriction

5.3) Scope of Authority of the Company’s Board of Directors

5.4) Role and Responsibilities of the Chairman of the Board

5.5) Board Meeting and Relevant Notification

5.6) Meeting Quorum and Voting

5.7) Appointment of Directors and Executives

To ensure the effectiveness, efficiency, professionalism and versatility of the company, the selection and nomination of directors will be considered based on the Board Diversity as well as knowledge, ability, expertise, relevant experience and others qualifications as required by law. The selection and nomination of directors will be carried out by Nomination and Remuneration Committee and the Board of Directors.

For the criteria and procedure of nomination, the Nomination and Remuneration Committee will screen and select the qualified person from a variety of professions who has the necessary skills to enhance the strengths and effectiveness of the Board of Directors. The qualified person must have leadership, visions, morality and ethics with no limitation to gender who also have a transparent working history, not have prohibited traits as defined in the Public Companies Act and notifications of the Securities and Exchange Commission and able to express opinions freely. The qualified person will be nominated to the Board of Directors for consideration. Once approved, the nominated person will be proposed to the shareholder for approval at the general shareholders' meeting.

1) Appointment of Directors

An appointment of directors must be approved by the shareholders at the general shareholders’ meeting, except for the case where vacancy was caused by a reason beyond term expiration. Under such case, the Board of Directors shall be entitled to appoint a person to fill such vacancy. The appointed person shall serve the remaining period of the term.

In practice, the nomination of directors can be carried out by the Nomination and Remuneration Committee and the Board of Directors. In addition, shareholders may nominate a candidate for consideration during shareholders’ meeting. The person, regardless of how he or she is nominated, has to be qualified, knowledgeable, capable, and experienced in relevant fields. In addition, the person shall not have prohibited traits as defined in the Public Companies Act and notifications of the Securities and Exchange Commission. The requirements and procedures for selection of company directors are given below.

According to Section 4 of the Company’s Articles of Association, the Board of Directors comprises of at least 5 directors and at least half of the directors must reside in Thailand.

The appointment of directors must be carried out at the shareholders’ meeting in accordance with the following requirements and procedures:

  1. Each shareholder has one vote to one share
  2. In appointing directors, each shareholder may vote for candidate(s) individually or as a group, as long as voting requirement in item no. 1 applies. However, the votes are indivisible (the voting for appointment of directors shall be non-cumulative voting).
  3. The directors will be selected based on the total number of votes; in the case of a tie, the Chairman will cast the deciding vote.
  4. At every annual general shareholders’ Meeting, one-third of the directors - or the number nearest to one-third - must retire from the board. The retiring directors may be re-elected.
  5. There must be drawing by lots to determine the directors retiring by rotation on the first and second years following a conversion into a public company. In each subsequent year, the directors who have been directors for the longest period must retire. In addition to the retirement by rotation, director vacates from the post upon:
    a. Passing away
    b. Resignation
    c. Disqualifications or possessing prohibited traits according to the Public Companies Act
    d. Removal by a resolution of the shareholders at the general shareholders’ meeting
    e. Dismissal by a court order
  6. Any director wishing to resign is required to submit a resignation letter to the Company. The resignation is effective immediately upon the letter being received by Company. The director may notify the registrar of the resignation.

2) Selection of Independent Directors

The Company realizes the importance of having independent directors. Independent directors are in charge with auditing and supervising the Executive Committee in order to ensure transparency; to comply with relevant internal control systems, laws and regulations; as well as improving the Company’s operational efficiency. An independent director must be knowledgeable, competent and experienced. Independent directors are selected according to the criteria set by the Company. The Nomination and Remuneration Committee will screen and select the qualified person and submit a short-list of nominated person to the Board of Directors for consideration. Once approved, the nomination is proposed to the shareholders for approval at a shareholders’ meeting, as outlined in the Company’s Articles of Association. To qualify as an independent director, an individual must meet the following criteria:

  1. Holding less than 1% of the Company’s total voting shares;
  2. Having no involvement in the management of the Company; not being an employee or a consultant; not having power to exert control in the Company, its affiliates, associated companies or connected person; not possessing a potential conflict of interest for at least 2 years prior to appointment; not having any juristic relationship with the legal consultant or external auditor of the Company or its affiliates
  3. Having no involvement in any business relationship in terms of finance and/or management of the Company, affiliates, joint venture or connected person of the amount equal to or more than 3 percent total net tangible assets; not having a relationship as a customer, a supplier, a trade creditor/debtor, or a financial creditor/debtor; receiving no benefits from the Company; and
  4. Not having familial relationship with management, major shareholders of the Company or its affiliates and associated companies, nor someone that may create a conflict of interest; and shall not be appointed to represent interests of particular directors or major shareholders.

5.8) Director Orientation

The Company has established policy in relation to director orientation with the aim to acclimatize the newly appointed director(s). The newly appointed director(s) will have an opportunity to discuss with Chairman of the Board and Executive Committee. The discussion shall cover expectation, roles, and responsibilities in relation to directorship as well as the Company’s policies in relation to good corporate governance. In addition, the newly appointed director(s) shall have an opportunity to understand the Company’s business and process via having site visits at applicable business units.

5.9) Policy to Promote Continuous Development of the Directors and Executives

The Board of Directors has a policy that promotes continuous development of directors, executives, and company secretary in order to improve productivity. The Board of Directors encourages every person to attend seminars and courses with relevant institutions, such as Thai Institute of Directors, the Stock Exchange of Thailand, among others, as deemed appropriate. In 2016, the following directors attended the following seminars:

Name Position Courses/Seminar Title
1. Mr. Kitti Gajanandana Independent Director Director Certification Program (DCP) No. 215/2016
2. Ms. Nuch Kalyawongsa Director CG Forum 2/2016

5.10) Performance Assessment of the Board of Directors

The company set the policy for the board of directors to conduct its annual performance evaluation by using board self-assessment method to assess their performance once a year. The result of such evaluation will be used for enhancement of efficiency of board or directors. Currently, the evaluation of the Board of Directors' performance is done in 3 category

  1. Self-Assessment for the board of directors as a group
  2. Self-Assessment of committee as a group
  3. Self-Assessment of the board of directors on an individual basis

The criteria for assessment as followings:

Criteria Board as a group Committee as a group Board on individual basis
1. Board structure and qualifications / / /
2. Roles, duties and responsibilities of the board / / /
3. The board meeting / / /
4. Duties of directors / x x
5. Relationship with management / x x
6. Director and Management Self-improvement / x x

At the end of the year, the company secretary will give the evaluation form, both collectively and individually, to all members of Board of Directors to evaluate their performance during the past year. After the self-assessment was completed, the Board of Directors will send the form back to the company secretary to collect and analyze the performance assessment of the Board of Directors. The company secretary shall later report the result to the Board of Directors to acknowledge and consider in line with company’s yearly objectives.

The score will be calculated as percentage in each criteria. Scores 85 or higher are considered “Excellent”, 75-84 “Good”, 65-74 “Moderately Good”, 50-64 “Average” and “Needs Improvements” for scores below 50.

Other Policies in relation to Good Corporate Governance

Risk Management Policy

Execution and management of the Company’s business shall take into account risk management policy implemented by the Risk Management Committee. Risk management policy shall cover risks in relation to business strategy, credit, financial liquidity, laws and regulations, corruption, execution, policies, and external factors. The policy is set so that a systematic risk management can be achieved within the Company’s policy framework while minimizing any potential risks

Policy on Conflict of Interests

The Company emphasizes on the prevention of conflict of interests. The Company has put in place a policy that forbids every person in the organization to abuse insider information for the benefits of his or her own. In addition, all business dealing shall be done in accordance with customers’ and shareholders’ best interests. None of the Company’s directors, executives and employee is allowed to use personal or familial matters to influence his or her decision away from the principal as previously described. In the case of conflict of interests, any conflicted person shall be prohibited from making decisions on such matters.

Additionally, the Company has a policy to prevent any person, including directors, executives and employee, to directly or indirectly engage in a business that is in competition with the Group’s businesses as per relevant rules, regulations, and Public Company Act (No. 4) (B.E. 2551).

Moreover, directors and an executives shall file with the company a report on his interest or a related person's interest in relation to management of the company or the subsidiary. The directors and executives are required to submit the Form for Reporting on Interest of his interest or a related person's interest to the Company Secretary. The Board of Directors shall consider such transaction(s), especially one that may involve in the conflict of interest / connected transaction(s), to ensure the Company’s utmost benefits.

Other non-compliance matters with Good Corporate Governance

The company recognizes the importance of good corporate governance principles and implemented those principles as the good practice of the Company which will apply to shareholders, investors and all stakeholders. However, the non-compliance matters with the good corporate governance principles as follows:

Non-Compliance matters Reason
  • The Company has a policy to require a minimum quorum of at least 2/3 for board decisions.
  • The Company has a compliance unit
  • According to the Company's Articles of Association, no less than one half of the total mumber of directors present shall form a quorum. However, there are at least two-thirds of the directors presented at the meeting every time the resolution was made.
  • The Audit Committee will review the Company‘s compliance with all laws pertaining to its business and the regulations of the Securities Exchange Commission and the Stock Exchange of Thailand.

Supervision on Insider Information

The Company emphasizes on the confidentiality of sensitive information. It has established policies and procedures to prevent directors and management from abusing insider information for their own benefits. The Company shall take legal action against any individual, who misuses insider information to the extent of criminal prosecution. In addition, the Company limits the access to such information by management and officers to the extent possible. The Company ensures that relevant officers adhere to the restrictions on trading of Company’s shares using insider information; and/or forbids any inappropriate use of information in case the Company enters into a transaction which may have impact on security price. The management and officers are fully aware that they must not trade the Company’s securities or cause others to trade on non-public information. Such information must not be disclosed to any other party prior to notification to the Stock Exchange of Thailand.

The company has the policy to prevent directors, executives and related employees from wrongfully taking advantage of inside information. Company’s directors, managements and related employees (including their spouses and children who are minors) are all prohibited from trading company’s securities for the period of one month before the company announces its financial statements or other information that might affect the price of its securities to the public. The company secretary will inform about the blackout period from trading company’s securities by sending a notification e-mail to all relevant parties.

In addition, the Company also requires management to report any changes in their holdings in the Company’s securities to the Securities and Exchange Commission, as outlined in Section 59 of Securities and Exchange Act B.E. 2535. An executive is required to provide a copy of the report to the Company on the date that the executive reports it to the Securities Exchange Commission of Thailand.

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