CG Policy

Good Corporate Governance

Origin Property Public Company Limited commits to comply with the principles of the Stock Exchange of Thailand, the Securities and Exchange Commission, the ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard) and corporate governance principles in order to enhance the Company's performance to make it more effective, transparent and efficient.  This brings fairness to all shareholders, investors, creditor, employees, governments, customers and related parties and the Company is able to manage its operations effectively.

The Company set up a clear scope of duties and responsibilities. The board of directors is responsible for setting up policies and monitoring the operations of the executive committee in order to be in accordance with the company's objectives and policies. The executive director's duties are to manage the company for gain profit. The directors and the executive directors work together and treat everyone equally no matter if it is employees, account payable, government, customers or society.

The Company set up written corporate governance policies and business ethics manuals that cover all aspects of the Company management in accordance with universal law. The policies were implemented and shared with all the directors and employees of the Company so that they were aware of the policies and could follow through with them. For another reference, the Company posted the policies on the Company's website, www.origin.co.th. The Company organized an annual review of the corporate governance policies and business ethics manual in order to keep it updated and in compliance with the Company's business operations.

The Company adhered to and carried out corporate governance principles for listed companies as recommended by the Stock of Exchange of Thailand. The good governance policies were categorized into the following 6 topics.

1. The Right of the Shareholders

1.1 The Fundamental Right of Shareholders

The Company realized the importance of its shareholders and as a result respected the shareholders' rights and the equality of all shareholders as stated in the Company's regulations and other relevant laws. The fundamental rights that shareholders received equally consisted of the right to attend the shareholders' meeting, the right to assign a proxy to come to the meeting and cast a vote on behalf of the shareholder, the right to nominate directors, the right to vote for a director or remove an individual director. Each individual shareholder also has the right to cast a vote in order to appoint an auditor, determine remuneration for auditors and vote on the activities of the Company. Shareholders also have the right to receive dividends and the right to share opinions, the right to make inquiries in the shareholder's meeting, the right to receive enough timely mass publications and arrange things for the shareholder's convenience in order to be able to fully exercise their vote and their right. In the case that any circumstances arise that will significantly impact the Company or other shareholders, the Company will disclose information at once. The Company closely looked after and carried out the policies including other rules and regulations required by law in order to protect the shareholder's right. The board of directors' policies is as follows.

1.2 Meeting of Shareholders

  1. In regards to organizing the ordinary and extraordinary shareholders' meeting, the Company will appoint an appropriate date, time and place for the meeting that is equally convenient for all shareholders. The shareholders' meeting will not be held on any public holidays. The meeting will begin at a proper and convenient time for those who attend the meeting. All shareholders can submit registration evidence or a proxy form to the Company in advance in order to review the accuracy prior to the meeting. The Company will choose a convenient place for the shareholders to attend the meeting.
    In 2016, the Company had 3 shareholders' meetings at The Grand Four Wings Convention Hotel located at 333, Srinakarin Rd. Huamak, Bangkapi, Bangkok, 10240. Shareholders were able to attend the meeting because of convenient transportation and access to Srirat expressway. The Company also attached a map of the meeting's location in the meeting invitation letter given to the shareholders.
  2. The Company shall deliver a notice of meeting with sufficient information on the meeting agendas. This includes stating objectives and reasons, as well as the opinions of the board of directors on each agenda item to allow shareholders to study the information in its entirety prior to the meeting of shareholders'. The Company shall send notice of the meeting with information on the meeting's agenda items prior to the meeting of shareholders' within the period designated by the related laws, announcements or regulations. If the shareholders cannot attend the meeting in person, the Company allows shareholders to give a proxy to an independent director or any person to attend on their behalf by using the proxy form that the Company sent together with the invitation letter.
    At the shareholders' meeting, the Company will arrange officers and legal consultant representatives to review the accuracy of the proxy letter and any attached documents such as identification card, passport, government official identification card for individuals. In regards to shareholders that are jurisdiction persons, they must provide a certificate of registration from that company, an ID card copy of a person who has been authorized to sign.
  3. The Company prepared revenue stamps to stamp proxy letters for proxies or independent directors without any charge at the registration table for the convenience of its shareholders.
  4. The Company promoted that the board of directors and the chairman of the committee board attend the meeting. The chairman of the board of directors performed the duty of meeting chairman. Other high ranked executive directors, external auditors or representatives, legal consultants or representatives, joined the meeting in order to listen to comments and answer inquiries from shareholders.
  5. In the shareholders’ meeting, consideration and voting are made by agenda without any major changes or additions abruptly made to the agenda at the meeting. This allows shareholders to have equal rights to review the Company’s performance and to inquire, give comments and recommendations. Any relevant directors and executives shall attend the meeting to answer questions at the meeting as well. In 2016, the Company did not add any other agendas other than agenda items listed on the meeting of invitation letter which was sent for the consideration of all shareholders prior to the meeting.
    For vote counting, the Company uses the Barcode method for casting and counting votes. Prior to the meeting, an MC requests a shareholder representative to have the responsibility of counting votes and reviewing vote counts for the annual ordinary and extraordinary shareholders’ meeting which will be disclosed in the annual report. The method for counting and casting votes is made known prior to the meeting and the chairman will give the shareholders equal opportunity to make any inquiries or comments on every agenda on the floor.
  6. The Company added ways to receive information from the shareholders via the Company's website. News and details are publicized on the Company's website, especially the invitation letter to the shareholders' meeting which is publicized before the meeting so that the shareholders can easily download complete agendas.
  7. The recording of the meeting's minutes shall be complete, accurate, fast and transparent and important inquiries, issues and opinions shall be recorded in the minutes so that the shareholders can review them. The Company shall publish the minutes of the shareholdersง meeting on the Company's website in order for shareholders to consider and the minutes will be delivered to the SET within 14 days of the date of the meeting. The minutes will be submitted to all relevant authorities, such as the Ministry of Commerce, within the period required by all relevant laws, notices or regulations.
  8. After the meeting is adjourned, the Company will report the resolutions of the shareholders' meeting along with the voting results for each agenda item for the shareholders to acknowledge. This will be done via the stock Exchange of Thailand's newsfeed and the Company's website www.origin.co.th so that shareholders who attended the meeting and shareholders who were unable to attend the meeting can acknowledge the meeting resolutions immediately and equally.
  9. In order to allow shareholders to receive dividends more easily, they will transfer them into bank accounts (in the case that dividends are available). This allows the shareholders to receive the dividends on time, prevent the issues of damage, loss or delays in delivery to the shareholders.
    The Company focuses on promoting and encouraging shareholders to exercise their rights in various fields and will not take any action that violates or deprives the fundamental rights of the shareholders.

1.3 Responsibility to the Shareholders

The board of directors is responsible for overseeing management and staff in order to make sure that they work with integrity and awareness in performing their duties with responsibility. That way the shareholders can trust and accept that every decision is being made equitably and taking into account the interests of shareholders, both major and minor.

It also requires that shareholders exercise their right to maintain their benefits, by giving comments or suggestions and voting on key decisions which includes the election of directors and remuneration of directors, appropriation of profit and dividends, including appointment and remuneration of the auditor at the meeting of shareholders, provided that the company shall disclose correct information according to the facts that can be verified. To set remuneration of directors, the board of directors shall propose to the shareholders to approve on a yearly basis and to present a policy on the remuneration of directors for consideration of the shareholders.

2. Equal Treatment of Shareholders

The Company focuses on the rights of all shareholders equally. The board of directors intends and has an approach to ensure that all shareholders are treated equally, whether they are major shareholders, minor shareholders, Thai shareholders or foreign shareholders. The equality of shareholders from the company is as follows.

1.) The Shareholders' Meeting

The Company shall deliver the invitation letter prior to the meeting within the time frame required by law so that the shareholders have adequate time to consider the information and the agenda items. The Company will specify facts for each agenda item and the board of directors' opinions for shareholders to consider. Other than sending meeting invitation letters directly to the shareholders, the Company will also publicize the meeting's invitation for shareholders in daily newspapers for no less than 3 consecutive days and publicize the invitation letter in Thai and English on the Company's website www.origin.co.th 30 days prior to the meeting's date. This way, Thai and foreign shareholders have equal access to information and they will receive complete and adequate information prior to the meeting

For the shareholders unable to attend the meeting in person, the company delivered Proxy Form A, Proxy Form B and Proxy Form C as announced by the Department of Business Development and the Ministry of Commerce, with respect to the Form of Proxy (No. 5) BE 2550, which is a common form and form that the shareholders can specify the direction of their vote to the shareholders. The shareholders can give a proxy to any person or any member of the audit committee in which sufficient information about the audit committee member has been provided by the Company in order to vote on their behalf. For the proxy form the shareholders give to others to vote on their behalf, but no stamp duty, the Company will be responsible for stamp duty itself.

For the election of directors, shareholders can exercise their right to elect directors individually by voting equal to number of shares possessed, this is to say one vote per share.

The meeting was conducted according to the agenda items, with no agenda items discussed other than as set forth in the invitation letter and complied strictly with the regulations of the company. The chairman supervised the meeting and allowed shareholders to comment and make suggestions in sufficient time prior to voting on such agenda.

2.) Define Inside Information Protection Policies and Information

To control inside information of the Company, the Company has a policy on such matters and applies them to management and employees of the Company, prohibiting executives and employees of the Company from using Company inside information for personal gain. The policies are announced for the directors, executive directors and employees to acknowledge in order to prevent executive directors from buying or selling Company shares during the declaration of a "Black Out Period". Even though the Company does not define the duration of the "Black Out Period", directors, executive directors and employees who directly and indirectly know about Company performance must be aware that they possess Company inside information. Thus they are prohibited from buying or selling Company shares as well as sharing any information to any third parties before the Company announces its quarterly or annual operation performances until the Company discloses the Company's operation performances to the public. The details in this matter have been revealed in the topic of supervision of inside information. During the year 2016, it did not appear that any Company directors, executive directors or employees traded a significant number of Company securities in the period prior to the disclosure of financial statements.

The Company established a guideline on conflict of interest in terms of business ethics and an ethics handbook for directors, executives and employees of the company. The directors, executive directors and employees shall not act in any way that may cause a conflict of interest with the Company. In 2016, it did not appear that the directors, executive directors and employees of the Company had done anything that conflicted with the interests of the Company.

3.) Financial Assistance for Transactions

In 2016, the Company still has ordinary connected transactions in general conditions. There was no indication of the transfer of any benefits among companies and with people who had a conflict of interest. These transactions did not indicate any signs of financial assistance such as granting loans or being a guarantor for other companies that are not the Company's subsidiaries.

4.) Connected Transactions

The Company has policies regarding connected transactions that connected transactions must be approved according to the regulations of the Stock Exchange of Thailand before operating the transactions and the connected transactions must disclose information plans according to connected transaction regulations as well. In 2016, the Company did not have any connected transactions that violated the corporate governance regulations.

3. Taking into Account the Role of Stakeholders

The Company's business is to work together with several parties of stakeholders. Management of benefits is something that the Company is careful to do and tries to maintain fairness with all parties by strictly following the relevant laws to protect the rights of all stakeholders, shareholders, executive directors, business allies, accounts payable and society.

3.1 Respect of Other Shareholders Rights

The Company is committed to providing justice and morality to other stakeholders without discriminating against any person. The Company does not use its own discretion or personal relationship to judge, and it provides equal opportunities without discrimination of race, nationality, religion or gender. The Company recognizes its responsibilities toward society and the community and this is considered to be one of the main missions so that the Company creates projects and activities that are beneficial to society and the community. The Company has set a practice guideline for all stakeholders as follows.

  1. Shareholders: The Company is committed to developing the Company's business in order to compete better in the long run and share its profits with shareholders appropriately, as well as offering information to the shareholders accurately, timely, transparently and equitably.
  2. Employees: The Company shall treat all employees equally and fairly, using KPI to assess performance. The results of this assessment will be used to plan training, support the education of employees and consider fair remuneration. The Company also established a provident fund and employee welfare and supervises safety and hygiene in the workplace as follow:
    1. The Company selects employees by considering the employee's knowledge and competence within the Company in order to fill higher rink before recruiting anyone from outside the Company. If employees come from other companies, the Company shall recruit and select employees who are knowledgeable, competent, have good attitude and able to work well with the Company based on the necessity and appropriateness of each department in order to maximize human resources.
    2. The Company promotes employee advancement. The Company defined a clear direction for the continuous developing and equipping of employees at every level in order to be trained according to the direction that was systematically set in order to be able to work in a current position effectively and ready to receive more responsibilities in the future.
    3. The Company fairly manages remuneration, salary and welfare in accordance with the same standards used by leading companies and always makes the appropriate improvements related to the current situations. The Company uses a merit system for promoting and increasing salaries based on the combined competence, performance and potential of each employee.
    4. The Company supports team work. Employees shall cooperate and help one another as if they were family. This is an important part of the Company's culture. This enables the Company to be able to have exponential success throughout the years. The Company set up the following guidelines.
      1. The Recruitment Process
        The Company clearly defines employee qualifications in the job description. Differences in race, skin color, gender, religion, nationality, background, political opinion, age or disability shall not be used in making hiring decisions. The Company shall select properly qualified people according to the defined recruitment process. If there is a vacant or a new position, the Company's policy is to first recruit appropriate people from within the Company before selecting anyone from outside the Company unless no one from inside the Company is suitable for the job. The Company shall select and fill positions by selecting people from outside the Company who are knowledgeable, competent, have a good attitude, able to work well with the Company based on the necessity and appropriateness of each department in order to maximize human resources.
      2. Personnel Training and Development
        The Company is aware of the importance of training and developing personnel at every level. The Company has a policy to consistently develop employees and provide equal opportunities for employees to get scholarships. Personnel training and development was continually organized inside and outside the Company.  For example, knowledge relevant to the employee's unit was provided in order to increase employee's potential, other knowledge regarding laws, welfare and sending employees to be trained with other organizations outside the Company in order to increase the effectiveness of their operations and use this knowledge so that they improve their performance. The Company stimulates and promotes team work and maintains good relationship with employees, supervisors and operators. In 2016, the total number of employee was 396 people. The total number of training hour was 5,203.5 hours which is equivalent to 13.14 hours a year per person.
        The Company determined to develop and promote employee's knowledge and create happiness in the workplace by organizing activities throughout the year in order to relieve employee stress and promote good relationships among employees, increase work effectiveness, and reduce communication problems between Company departments. (Additional details can be found in Corporate Social Responsibility Section 2 clause 10.)
      3. Remuneration for Work
        The Company established fair recruitment for its employees and the employees received proper remuneration based on their potential, position and responsibilities. The Company has a policy to increase remuneration according the Company's articles, giving opportunities and fair remuneration on a regular monthly basis. At the beginning of each year, the Company shall clearly define its objectives regarding employees by using the KPI index indicator for calculating bonuses each year. The Company also provides social welfare to its employees, organizes activities for employees such as a New Year's Party, and randomly selects special prizes to many employees. A midyear party was also held to give rewards to employees and create good relationships within the Company. (Additional details can be found in Corporate Social Responsibility Section 2 clause 10.)
      4. Healthcare and Safe Working Conditions
        The Company organized working systems that focus on proper safety and hygiene in the workplace which has been defined in policies regarding safety standards at the construction site. Employees shall wear helmets at all time when entering a construction site in order to prevent accidents during operations. The workplace shall be clean and safe from dangers that may occur such as fire and disease. The Company provides health welfare. (Additional details can be found in Corporate Social Responsibility Section 2 clause 10.)
  3. Customers: The Company pays attention to and is responsible to its customers. The Company serves the customers courteously and enthusiastically, ready to serve and welcome customers sincerely. The Company willingly pays attention so that our customers will be given correct information about our products. The Company takes care of its customers as close relatives with quick, accurate and reliable service, focusing on customer confidentiality and will not use information for its own benefit or benefit others wrongfully. The Company is also aware of the fundamental rights of consumers such as producing quality houses and after purchase services that meet the consumers' needs in order to bring utmost satisfaction. The Company committed to research and development in order to create innovative condominiums unique designs and functionality which maximizes the value of the condominiums. The Company organized a call center, telephone number 02-300-0000, as a channel to answer any questions or complaints from customers directly.
  4. Business Allies: The purchase of goods and services from suppliers shall conform to the terms of trade. This includes treating the suppliers as agreed upon and adhering to any law and corporate governance. The Company prepared standard operation procedures (SOP) in the procurement of designers, contractors and project consultants in order to give bidding opportunities in accordance with procedures and appropriately select suitable business allies in accordance with the Company's code of conduct.
  5. Competitors: The Company follows the rules of competition and does not use dishonest methods to destroy competitors. Competition is done fairly.
  6. Creditors: The Company complies with agreements and related laws to repay debts to the creditors supporting loan to the Company.
  7. Society: The Company focuses on social responsibility of the environment in the community and in society, as well as supporting community events to support society in the right agenda and opportunity, according to the Corporate Social Responsibility Program (CSR). The Company has always operated this way and will not be involved in human rights violations, the abuse of intellectual property but will care for the environment. The Company has policies that support activities that enhance the quality of health and environment and keeps the environment in the workplace safe for the property and lives of the employees. (Additional details can be found in Corporate Social Responsibility Section 2 clause 10.)

3.2 Notification of Clues or Complaints

The Company has measures that enable all shareholders to make complaints to the Company through various channels in order to enhance the efficiency of care for all shareholders.

Customers and the general public can make complaints or comments to the Company in accordance with the regulations through the process of complaints B.E. 2552 through various channels:

Mail: To: The  Audit Committee or Chief Supervisor
Origin Property Public Company Limited
496 Moo 9, Samrong Nuea, Muang Samut Prakan, Samut Prakan, 10270
Website: www.origin.co.th > whistleblower

The employees can make a complaint or give suggestions to the board of directors and executive directors directly by e-mail on the Company's system or with the Company's communication box in order to report directly to high ranked executive directors.

3.3 Direct Contact to the Board of Directors

The stakeholders, who wish to contact the Company's board of directors directly (not through the management of the Company), can make a complaint through email at: whistleblower@origin.co.th. In this, the Company's policy or approach is to protect the whistleblower, as well as keep information about violations confidential.

The Company will take the complaint into review and find further solutions.

3.4 Communication Channels

The board of directors authorized the Company's management to be responsible for the Company's communication and disclosure. It is to be accurate, complete and timely for investors, the media and other stakeholders, using various types of media such as publications, newspapers, radio, television, conferences and press releases, including the use of the website and emails which is able to receive-send information accurately and quickly, including the investor relations responsible for such matters, too.

3.5 Investor Relations

The Company provides investor relations (Investor Relations) to be responsible for providing and disseminating information on movement of the Company, beneficial for all those involved, including employees, shareholders, customers, suppliers, creditors and analysts equally, fairly and thoroughly via diverse communication activities.

Contact Information for Investor Relations

Miss Thitima Kuljittiamorn

Investor Relations

Origins Property (Public) Company Limited

Address: No. 496 Moo 9, Samrong Nuea Sub-district, Mueang Samut Prakan District, Samut Prakan Province 10270
Email: ir@origin.co.th
Website: www.origin.co.th
Phone: (662) 030 0000
Fax: (662) 398 9994

Anti-corruption Policies

The Company and its subsidiaries have a policy of conducting business with a focus on anti-corruption and adherence to ethical and transparent management and being responsible to all its shareholders. The Company has established guidelines for the proper conduct of the board of directors, management and employees in the areas of business ethics and code of conduct as part of the "corporate governance" of the Company.

Therefore, in order to demonstrate its commitment to combat corruption in all forms, in February 2015, the Company expressed its intention to form a Collective Action Coalition to combat corruption in the private sector. It was viewed as appropriate by the board of directors to set the anti-corruption policy in writing in order to strictly guide the practices of the board of directors, management and employees of the Company.

The Company's anti-corruption policy defined the key practices to guide implementation, namely that the Company shall not do or support corruption for any cases and shall adhere to measures that strictly combat fraud or corruption. The policy arranges for internal audits to ensure that internal control systems help the Company to achieve its goals, as well as monitor the performance of all departments to conform to the rules and regulations and help find flaws and weaknesses. This includes providing guidance in the development of operations to be efficient and effective according to the guidelines on corporate governance and to cooperate with the government in compliance with the regulations, rules and legal requirements involved.

4. Information Disclosure and Transparency

The Company assures the investors that by revealing the company's critical information in a correct, timely, and transparent manner. This includes financial information and the results of operations. The other information is supervised by the rules, regulations or practices of the Company to keep the confidential information of the Company from being leaked to its competitors according to requirements of the Office of the Securities and Exchange Commission (SEC) and requirements of the Stock Exchange of Thailand (SET). In addition to disclosures via Form of Annual Information Filing (56-1 Form) and annual report (56-2 Form), most information is published on the website of the Stock Exchange of Thailand, website of the Office of the Securities and Exchange Commission, and the Company's website. This allows the shareholders, customers, analysts, investors and interested parties to access the information easily, equally and reliably.

The Company has designated a unit and persons to coordinate and provide information to shareholders, those who are interested in investing in the Company, and the Stock Exchange of Thailand, as well as giving an opportunity to meet and ask questions of company management for clarification.

4.1 Financial Reporting

The Board of Directors is responsible for the preparation of the Company's financial reports and information that is to be presented to the shareholders in the annual report, ensuring quality in financial reporting, including consolidated financial statements of the Company in order to conform to the generally accepted accounting standards by an auditor who is independent and reliable. This ensures that the Company will select appropriate accounting policies and follow them consistently, ensuring that the financial reports of the Company are accurate, complete and true and disclose the information adequately, completely, validly and reliably.

The board of directors oversees the Company to have an auditing unit which is responsible for periodically auditing all the units of the Company in order to provide information records that are accurate, complete, meet operation standards and policies set by the Company in good faith and did not act in violation of any relevant laws.

The board of directors appointed 3 independent directors to serve on the audit committee to review the Company to make sure the financial reports were accurate, clear and timely. The committee reviewed the Company's internal control and internal audit systems which were reasonable and effective and considered to be in compliance with various laws and regulations. The Company considered the disclosure of information to be clear, transparent and timely according to the requirements of a public company. In the case of connected transactions or transactions with potential conflicts of interest, the Company will present them to the audit committee to consider the appropriateness and validity before conducting the next step.

4.2 Risk Management

The board of directors provided a risk management committee to be responsible for considering and proposing policies, plans and the implementation of plans to the board of directors. The risk management policy covered all departments in the company and covered the risks associated with vision, goals, business strategy, finance, manufacturing and other aspects of performance, as well as considered the likelihood and severity of risks and defined measures to remedy and clear the person in charge and defined measures for reporting and monitoring.

4.3 Internal Control

The board of directors of the Company provided the Company with an internal control system covering all aspects of finance, work, and operations in order to conform to the laws and regulations, and provide a mechanism of checks and balances that is powerful enough to protect and always take care of investments of shareholders and assets of the Company. It provided a defined hierarchy of authorities and the responsibilities of management and employees with checks and balances. It determined the procedure in writing with the independent internal audit department.

The Company employed ACM Consulting Company Limited as the internal control unit in order to support internal control operations to be more effective and efficient.

4.4 Transactions of Directors

  1. The Company has a policy to disclose trading of shares and holding of securities of the Company every time.
  2. The Company has a policy that the directors must report the interests of the directors to the audit committee.
  3. The Company has a policy that significant connected transactions must get approval by the audit committee.

4.5 Investor Relations Activities

In 2016, the disclosure of information regarding investor relations activities to investors is summarized below.

Activity Patterns People / Number of Times
Meeting investors and analysts (persons) 752
Visits by investors and analysts to Company projects (times) 9
Analyst Meetings (times) 3
Meetings attended with investors and roadshows (times) 24
Meetings attended with investors and analysts by phone (times) 1
Participated in Opportunity Day at the Stock Exchange (times) 4
Company Activities (times) 3

In addition to this, the Company holds press conference activities and invites the media to attend the Company's activities to regularly present Company news and significant events as well as publicizing through the media as well.

5. Responsibilities of the Board

The board of directors is responsible for the duties and is truly independent from management for the best interest of the Company and its shareholders. Overall, there is a clear division of responsibilities between the board and the management. The board of directors is responsible for setting policy and overseeing operations that the Company is to follow that are legal and ethical.

The board of directors is responsible for reviewing the policy on corporate governance and ethics and business conduct, and giving approval before promulgation. The Company has provided names, backgrounds and roles of the board of directors and the other four board committees which include the executive committee, the audit committee, the risk management committee and the nomination and remuneration committee in the 2016 annual report and in www.origin.co.th. In addition to that, the board of directors also encourages the committee's chairman of the board to disclose the number of meetings, number of times each committee member attended the meeting in the last year, and comment on performance in the annual report.

The Company has also revealed the process of determining and appropriateness of remuneration in the 2016 annual report on the topic of the remuneration of the directors and executives, revealing the number of times the directors attended committee meetings. Details are shown in the table of committee meeting attendance and the amount of remuneration paid to the committees, appearing in the table that compares committee remuneration between 2014 and 2015 and 2016

The board of directors is responsible for the accuracy and the completeness of the Company's financial statements and to be transparent, accurate, including providing disclosure of important information in the notes of the financial statements, including the financial information contained in the annual report. The financial statements are established in accordance with generally accepted accounting standards and audited by the auditor approved by the Securities and Exchange Commission. The board of directors has appointed 3 members of the audit committee, consisting of directors who are independent and non-executive directors to review the financial report quarterly and annual financial statements. To be accurate and complete, and conform to the generally accepted accounting principles prior to presentation to the board for further consideration.

The accounting department of the Company is charged to present connected transactions and transactions that have a conflict of interest, which has adopted the Securities Exchange Act (No. 4) BE 2551 and Section 89/12, and Announcement of Capital Market Supervisory Board, No. ThorJor.21/2551, on Basis for Connected Transactions, and Notification of the Stock Exchange of Thailand, on Disclosure of Information and Operation of the Listed Companies on the Connected Transactions B.E.2546 and the amendment to the audit committee for comment.

The board of directors focuses on disclosure of information that is transparent, correct and timely, whether it is financial information or general information that may have significant impact on the share price. The Company will publish information and data to the investors and concerning parties through channels and media of dissemination, such as information via electronic media of the Stock Exchange of Thailand, notification via www.origin.co.th, etc. In addition, the Company has also provided a report of the responsibilities of the board of directors in the financial report and in the report of the audit committee to reveal together with the report of the auditors, published in the annual report every year.

Dissemination of information of the Company to the investors, shareholders and those interested in holding shares in the future, is under power of the president, managing director and deputy managing director. The investors can contact the investor relations section of the Company by phone at: (662) 030 0000 or www.origin.co.th.

5.1 Terms of Holding Positions

The terms in the position of director are determined in accordance with the Public Limited Companies Act B.E. 2535. The independent directors have a term of 3 years and cannot serve more than 3 consecutive terms, unless approved unanimously by the nomination and remuneration committee that the committee performed actions that greatly benefited the company and took the position according to the terms provided does not make the independence lost, and it also must be approved by the board of directors and shareholders.

5.2 Remuneration of Directors

The nomination and remuneration committee is charged to propose guidelines for determining meeting attendance, remuneration, entertainment expenses, gratuities and pensions, as well as any other benefits in the form of monetary remuneration for directors.

The proposal will be presented to the board of directors for comments and be approved annually at the shareholders' meeting. Exceptions are made when benefits are due according to Company regulations.

5.3 Board Committees

The board of directors shall appoint the board committees from those who are eligible. Each board committee must perform the duties assigned by the board of directors with authority to inform management to attend meetings in order to clarify or prepare reports. The board of directors shall approve the charter of each board committee.

At present, the board of directors has appointed the following 4 Board Committees:

  1. Executive Committee: It includes no more than 9 members and they must be directors or high ranking executives  of the Company. The executive committee of the Company shall have the following positions:
    1. Chief Executive Officer
    2. Co-CEO
    3. Chief Operating Officer
    4. Assistant Managing Director for Finance and Administration.
    5. Assistant Managing Director for Business Development.
    6. Assistant Managing Director for Project Development.
  2. Audit Committee: It includes at least 3 independent directors and at least one audit committee member must have knowledge and experience sufficient to review the reliability of the financial statements.  The audit committee shall take this position for a term of 3 years. Those who are discharged by term may be re-elected to the committee.
  3. Nomination and Remuneration Committee: It is mostly comprised of independent directors and must have at least 3 members. The nomination and remuneration committee shall take position for a term of 3 years. Upon expiration of the term, they may be re-elected to be the committee.
  4. Risk Management Committee: It consists of at least 3 members, taking the position for a term of 3 years. Upon expiration of the term, they may be re-elected to be the director.

5.4 Board of Directors' Meeting

The board of directors' meeting holds meetings to perform its duties, including acknowledging operations at least every three months. In the meeting, the directors must be able to express their opinion and discretion independently. A valid quorum of voting in the meeting requires at least one-half of the directors in attendance. The directors must attend every meeting unless in the necessary case due to force majeure and the secretary of the board of directors must be notified in advance. The Company shall report the number of attendances for each director in the annual report and the secretary of the board of directors schedules meetings for the year in advance so that all the directors will be informed in advance of the meeting schedule. The board secretary will send a notice of the meeting to all directors to confirm the date and inform them of time, place and agenda at least 7 days in advance. And the board secretary will collect documents for the meeting from management to deliver to the directors in advance. The document shall contain sufficient information to make decisions and discretion independently by the board of directors. And the board secretary will record issues in the meeting to prepare a report with full and complete contents within 14 days of the meeting in order to propose to the chairman of the board to sign, and must provide a good filing system which is easy to find and confidential.

The company scheduled more than 6 meetings a year. In 2016, 12 meetings were held and more than 80% of the Company's directors attended the previous year's meetings. (Details are disclosed in "Meeting Attendance of the Board of Directors and the Committee Boards".)

5.5 The Board of Directors' Operational Assessment (the board of directors and individual directors) and the Company's Committee Boards

In 2016, The Company organized an assessment of the operations of the board of directors' (both the board and individual members) and the committee boards at least once year. This assessment was for the board as a whole and individual board members in order to consider and improve their performance.

At the end of each year, the company secretary and the secretaries of different committee boards like the audit committees board, the nomination and remuneration board, the risk management board and management committee, deliver an evaluation form regarding the operations of the board of directors' and a  self-assessment evaluation form for annual evaluation. The evaluation form will be sent back to the secretaries in order to collect the assessment results and report results back to the directors and committee board members for their acknowledgement.

The following are the evaluation topics regarding the operations of the Company's directors and committee boards.

  1. Structure and Qualifications of the Directors
  2. Roles, Duties and Responsibilities of the Directors
  3. The Director's Meeting
  4. The Director's Performance (during the meeting)
  5. Relationship with the Management Team
  6. Self-Development of the Directors and Executives

Regulations in Assessing the Performance of the Board of Directors (as a whole and for individual members) and the Committee Boards

Score Evaluation Results
Below 50 % Need for Improvement
50-65% Average
66-75% Good
76-85% Very Good
86-100% Excellent

General Evaluation Results for the Board of Directors and the Committee Boards

Directors Average score Evaluation Results
Company Directors 89.05 Excellent
Audit Committee 96.32 Excellent
Risk Management Committee 88.06 Excellent
Nomination and Remuneration 82.5 Excellent

Assessment of the Operations of the Chief Executive Officer

2016 was the first year that the Company required an annual assessment of the operations of the Chief Executive Officer by the board of directors for the Company's Chief Executive Officer to acknowledge and use for improvement. The results are used by nomination and remuneration board in order to consider the remuneration of the Chief Executive Officer as well. This assessment is confidential.

The overall evaluation result of the Chief Executive Officer was at the level of "excellent" with an average score of 90.29%

The Evaluation Topics Regarding the Operations of the Company's Chief Executive Officer is as follows:

  1. Leadership
  2. Defining Strategies
  3. Following Strategies
  4. Planning and Financial Results of Operations
  5. Relationship between Directors
  6. Relationship with Others Outside the Company
  7. Management Skills and Relationships with Employees
  8. Succession
  9. Product and Service Knowledge
  10. Characteristics

5.6 Meeting of the Non-Executive Directors

The board of directors has an opportunity to hold a meeting without executive attendees as necessary so that the non-executive directors can freely discuss issues relating to the management of interest without the management to join. The meeting is required at least once a year in accordance with the principles of good governance. For 2016, the meeting was held on February 3, 2017.

5.7 Meetings of Independent Directors

The board of directors requires that independent directors have their own meeting in order to discuss issues freely. The meeting is required at least 1 time per year to comply with the principles of corporate governance. For 2016, the meeting was held on February 3, 2017.

5.8 Reporting

  1. The board of directors is responsible for reporting financial information and general information to shareholders and investors correctly, truthfully, completely, and transparently while rationally explaining the numbers in terms of policy, operating results, future outlook, as well as success and obstruction of business.
  2. The committee understands and supports compliance with the professional standards of the auditors.
  3. The board of directors has prepared a report showing its responsibility to prepare and disclose the financial reporting of the Company presented in the annual report. It is in conjunction with the financial statements and report of the auditors, covering:
    1. Legal requirements which the board of directors of the Company is required to provide in preparation of the financial statements in order to reflect the financial position and the results of operations in the last fiscal year truly and reasonably.
    2. Responsibility of the board of directors to provide accounting information which is accurate, complete and sufficient to maintain the assets of the Company and to identify weaknesses to prevent fraud or unusual operation.
    3. Confirming that the Company has complied with the generally accepted accounting standards, used appropriate policies and applied them consistently, as well as carefully considering reasonableness in the preparation of the Company's financial statements.

5.9 Succession Plans

The board of directors has provided a succession plan for executive positions, with preparation of personnel in the organization to ensure that the Company will have executives with knowledge and ability to succeed this important position in the future. This plan is systematically considered.

5.10 Orientation of New Directors

The board of directors has required an orientation for all new directors before serving as a director so that the new directors acknowledge the Company's expectations on roles, responsibilities of directors, policies and practices in the corporate governance of the Company, as well as knowledge and understanding of the business and operational aspects of the Company. These are to prepare the directors for the performance of their duties. In 2016, the Company held the new director orientation program on July 28, 2016 for 3 new directors, namely, Mr. Athipong Amatyakul, Mr. Chinapat Visuttipat and Ms. Sujaree Junsawang

5.11 Development of Directors and Senior Executives

The Company encourages the board of directors and senior executives to attend seminar courses that are beneficial to their performance, as well as to consistently exchange views with the boards and senior management of other organizations. At least, directors should attend courses such as the course of the Institute of Directors of Thailand (IOD), which includes Directors Certification Program (DCP), Directors Accreditation Program (DAP), Audit Committee Program (ACP), and Executive Development Program (EDP). These are to apply the knowledge and experience to develop the Company further. In 2016, the following directors and executives attended seminars.

Name Training Curriculum / Seminars
1. Mr. Peerapong  Jaroon-ek
  1. Corporate Risk Management
  2. Ultra Wealth Plus Batch #2
  3. The NEXT Real Batch #1
  4. "Real Estate, Primary Index indicator for 2016 Economy" Seminar
  5. CSI "Managing Investment Strategies for Best Return" (CSI) Batch #9
  6. SD Forum "Business Driven Direction on Sustainable Development Goals.
2. Mrs. Arada Jaroon-ek
  1. Corporate Risk Management
  2. Risk Management Program for Corporate Leader (RCL)
  3. Dissecting Condominium Market Stimulation Strategies 2016
  4. The NEXT Real Batch #1
3. Mr. Siripong Srisawangwong
  1. Corporate Risk Management
4. Mr. Jirathar Woraprangkul -
5. Ms. Kanokpailin Wilaikaew
  1. Corporate Risk Management
6. Mr. Pitipong Trinurak
  1. KPI, PDCL BD Preparation
  2. Hotel Development Nightmares
  3. Corporate Risk Management
7. Mr. Surin Sahachatpocanun
  1. KPI, PDCL BD Preparation
  2. Corporate Risk Management
8. Mr. Somsakul Sangsuwan
  1. Corporate Risk Management
  2. Seminar "Metropolitan Rapid Transit -Reinventing the City, Speeding Investment"
9. Mr. Chaiwat Jaktae
  1. Corporate Risk Management
10. Mr. Wataoot Thongprom
  1. Corporate Risk Management
  2. Dissecting Condominium Market Stimulation Strategies 2016
11. Ms. Raweekorn Boonprom -
12. Mrs. Maliwan Butrachat
  1. Updated new financial report standards which will be in effect in 2016 and keeping up with a new IFRS which will be put into effect in the future.
  2. Submitting Auditor's financial statement with e-filing system
  3. Drilling ledger issues, updated the latest laws, (No) secret with tax treaties on Double Taxation Omission

5.12 Communication with Management

The board encourages senior executives of the Company to attend the board of directors meeting by presenting information about the agenda of their responsibilities to the board of directors so that the board knows about information and comments from executives that have direct responsibilities, and at the same time, the executives will also have the opportunity to learn and understand the views of the board.

The board encourages the meeting and the exchange of opinions between the board and senior executives on occasions other than the meeting of the board of directors so that the board will have an opportunity to familiarize themselves with the senior executives of the Company.

6. Company Secretary

The board requires that the Company have a company secretary. Ms.Warisa Warakansai was appointed to serve as a secretary of the board and the Company secretary so that Company management would be conducted with the highest efficiency according to the principles of good corporate governance. The main duties and responsibilities of the company secretary are as follows:

  1. To provide advice and support the tasks of the board of directors related to laws and regulations.
  2. To ensure the implementation of the principles of good corporate governance and monitor the policies and recommendations of the board of directors to be practiced effectively.
  3. To be responsible for the preparation and storage of important documents.
  4. To regulate the Company, the board of directors and management to comply with related laws and regulations.
  5. To communicate with shareholders and take care of shareholders appropriately.
  6. To communicate with the relevant regulatory authorities.