Good Corporate Governance
Origin Property Public Company Limited commits to comply with corporate governance principles which are consistent with international principles and the Stock Exchange of Thailand’s policy to enhance our company to a universal level in order to be effective and transparent which will result in good performance. This brings fairness to all shareholders, investors, accounts payable, employees, governments, customers and all related parties and the company is able to manage 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 and gain profit. The directors and the executive directors work together and treat everyone equally no matter if it is employees, officials, customers or society.
The company set up a written policy with good corporate governance in accordance with the law. The policy was implemented and shared so that all the directors and employees of the company were aware and could follow through with the policy. Our company posted the policy on the company’s website, www.origin.co.th for another reference.
The company adhered to and carried out good corporate governance for a listed company as recommended by the Stock of Exchange of Thailand. The good governance policy is categorized into 6 topics as described below.
1. The Right of the Shareholders
The company realized the importance of its shareholders as a result we gave shareholders respect and equality to all shareholders as stated in the company’s regulations and other relevant laws. The shareholders shall be treated equally which means shareholders have a right to attend the shareholders’ meeting or sign a proxy to come to the meeting and cast a vote on the shareholder’s behalf. The shareholder has the right to add agenda items in the meeting , nominate people to be on the board of directors and has the right to vote for a director or remove a director individually.
Each individual shareholder has a right to cast a vote to appoint an auditor, determine remuneration for auditors and vote on the activities of the company. They also have the right to receive dividends and the right to share opinions, make inquiries in the shareholder’s meeting, receive enough mass publication on time, and arrange things for the shareholder’s convenience in order to be able to fully exercise their vote and their right.
The company closely looked after and carried out the policy including other rules and regulation the law requires in order to protect the shareholder’s right. The board of director’s policy is as follows:
1.1 Meeting of Shareholders
- The company shall deliver a notice of meeting with sufficient information on the meeting agendas, stating the objectives and reasons, as well as 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, using the proxy form the company will send together with the invitation letter.
- Facilitate all shareholders equally in attendance at the meeting on places and time properly.
- In the shareholder’s meeting, consideration and voting are made by agenda without major changes or addition to the agenda at the meeting abruptly. This will allow shareholders to have equal rights to review performance of the company and inquire, give comments and recommendations. Any relevant directors and executives shall attend the meeting to answer questions at the meeting as well.
- Add ways to receive information from the shareholders via the company's website. News and details will be publicized on the company's website, especially the invitation letter to the shareholder’s meeting which will be published before the meeting so that the shareholders can download agendas easily and completely.
- Encourage all directors to attend the meeting to answer inquiries from shareholders simultaneously.
- 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 shareholder’s 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 and minutes will be submitted to all relevant authorities, such as the Ministry of Commerce, within the period required by the relevant laws, notices or regulations.
- Make it easy for shareholders to receive dividends by transferring 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.
In 2016, it will be the first year that the company is listed. The company focuses on promoting and encouraging shareholders to exercise their rights in various fields and will not take any action as a violation or deprivation of fundamental rights of the shareholders.
1.2 Responsibility to Shareholders
The board of directors is responsible for overseeing the management and staff to make sure 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. Treating Shareholders Equally
For election of directors, the shareholders can exercise their right to elect directors individually by voting equal to number of shares possessed, this is to say one share one vote.
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. 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 details in this matter have been revealed in the topic of supervision of inside information. During the year 2015, it did not appear that any directors, executive directors or employees of the company had significantly traded 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 2015, 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. Taking into Account the Role of Stakeholders
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.
- 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.
- 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 on safety and hygiene in the workplace.
- 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.
- Suppliers: 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 the law.
- Competitors: The company obeys the rules of competition and does not use dishonest methods to destroy competitors. The competition is justified with quality of work.
- Creditors: The company complies with agreements and related laws to repay debts to the creditors supporting loan to the company.
- 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.
3.2 Notification of Clues or Complaints
The company has a measure that enables 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 a complaint or comment to the company in accordance with the regulations through the process of complaints B.E. 2552 through various channels:
|Mail:||496 Moo 9, Samrong Nuea, Muang Samut Prakan, Samut Prakan 10270|
|Phone:||(662) 399 4466|
|Fax:||(662) 398 9994|
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.
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: email@example.com. In this, the company’s policy or approach is to protect the whistleblower, as well as keep confidentiality of information about violations.
The company will take the complaint into review and find a further solution.
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
Origins Property (Public) Company Limited
|Address:||No. 496 Moo 9, Samrong Nuea Sub-district, Mueang Samut Prakan District, Samut Prakan Province 10270|
|Phone:||(662) 399 4466|
|Fax:||(662) 398 9994|
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 a guideline 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. Disclosure and Transparency
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 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 as 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 employs ACM Consulting Company Limited to perform internal audits and they report directly to the audit committee, monitor performance of both business units and support units to adhere to the rules.
4.4 Transactions of Directors
- The company has a policy to disclose trading of shares and holding of securities of the company every time.
- The company has a policy that the directors must report the interests of the directors to the audit committee.
- The company has a policy that significant connected transactions must get approval by the audit committee.
4.5 Investor Relations Activities
In 2015, investor relations activities for disclosure of information to investors are summarized as follows:
|Activity Patterns||People / Number of Times|
|Meeting investors and analysts (persons)||54|
|Company’s project visits by investors and analysts (times)||2|
|Analyst meetings (times)||1|
|Attending meetings with investors and roadshows (times)||15|
|Attending meetings with investors and analysts by phone (times)||-|
|Participate Opportunity Day at the Stock Exchange (times)||1|
|Activities of the Company (times)||1|
In addition, 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 2015 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 2015 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.
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 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) 399 4466 or www.origin.co.th.
5.1 Terms of Position Taking
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 remuneration, entertainment expenses, gratuities and pensions, as well as any other benefits in the form of compensation 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:
- Executive Committee: It includes no more than 9 members and they must be directors or executives of the Company. The executive committee of the company shall have the following positions:
- Chief Executive Officer
- Chief Operating Officer
- Assistant Managing Director for Finance and Administration.
- Assistant Managing Director for Business Development.
- Assistant Managing Director for Project Development.
- 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.
- 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.
- 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 one 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.
5.5 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 2015, the meeting was held on January 16, 2016.
5.6 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 good governance. For 2015, the meeting was held on January 16, 2016.
- 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.
- The committee understands and supports compliance with the professional standards of the auditors.
- 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:
- 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.
- 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.
- 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.
5.8 Succession Plan
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.
5.9 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 2015, the company held the new director orientation program on May 9, 2015 for a new director, namely, Mr. Mayta Chanchamcharat.
5.10 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 board 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 2015, one director who attended a seminar course was Mrs. Veena Arunyakasem, attending DCP, Batch# 212/2015.
5.11 Communication with the 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:
- To provide advice and support the tasks of the board of directors related to laws and regulations.
- 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.
- To be responsible for the preparation and storage of important documents.
- To regulate the company, the board of directors and management to comply with related laws and regulations.
- To communicate with shareholders and take care of shareholders appropriately.
- To communicate with the relevant regulatory authorities.