CG Policy

Corporate Governance

Origin Property Public Company Limited will operate its business adhering to the Stock Exchange of Thailand and the Securities and Exchange Commission practice guidelines which includes the ASEAN Corporate Governance Scorecard Regulations (ASEAN CG Scorecard) regarding the compliance of good corporate governance principles in order to create efficiency, transparency and effectiveness in administration. It also creates fair treatment of shareholders, investors, creditors, employees, government, customers, general public and all parties involved and effectively manages business operations.

In the year 2017, the Securities and Exchange Commission (SEC) realized that in order for listed companies to grow in the long run, the Corporate Governance Code (CG Code) should be established for listed companies to apply with corporate governance in order to yield excellent long-term business performance that is valuable and sustainable.

Therefore, Origin Property Public Company Limited adopted such principles as additional guidelines for the Board of Directors in the year 2017, which generally, the Company’s management has clear distinctions in their roles and responsibilities. The Board of Directors is responsible for setting policies and supervising executives so that they are in accordance with the Company’s objectives and policies. The executive’s responsibility is to operate business in order to yield profits. The Board of Directors and executives treat and are responsible to all parties equally. This includes employees, creditors, government officials, customers, and society. In order to comply with the Corporate Governance Code (CG Code), the Board set additional rules other than continuous improvement in business performance that the Company must be able to grow in the long run in order to create value to business sustainably.

The Company has prepared good corporate governance policy and a written Code of Business Conduct Manual which covers various aspects of the corporate operations in order to be in accordance with the law, which are international rules. The policy was disseminated to all directors and employees of the Company for their acknowledgement and implementation. It was posted on the Company’s website at www.origin.co.th for further reference. The Company organized an annual review of the good corporate governance policy and the code of business conduct manual in order to keep it up to date and in line with the Company’s operations.

The details of the Corporate Governance Code Principles 2017 are as follows:

Principle 1

Establish Clear Leadership Roles and Responsibilities for the Board

The Board of Directors is responsible for the performing its duties and being truly independent from the management team for the maximum benefit of the Company and overall shareholders. The duties and responsibilities of the Board of Directors and the management team are clearly divided. The Board of Directors is responsible for setting policies, supervising the Company’s operations so that they are in accordance with legal policies and ethics.

The Board of Directors is responsible for reviewing the corporate governance policy, ethics, and the Code of Business Conduct. They must consider approval before making the announcement on an application. The Company has dis closed the names, biographies and roles of the Board of Directors and the 4 sub-committees which includes the Executive Committee, the Audit Committee, the Risk Management Committee and the Nomination and Remuneration Committee in the 2017 annual report and on the website at www.origin.co.th. In addition, the Board of Directors also encouraged the Chairman of sub-committees to disclose the number of meeting held and the number of Director’s in attendance at meetings over the past year as well as the opinion on their performance in the annual report.

In addition, the Company disclosed the determining process and the appropriateness of remuneration in the annual report under the topic of Directors and Executives Remuneration. This information disclosed the number of meeting attended by each director at board and sub-committee meetings. The details are shown in the table of attendance of the board and sub-committee meetings. The remuneration of the Board of Directors and sub-committees directors appear in the comparison table for the remuneration of the board and sub-committees between 2015, 2016 and 2017.

The Board of Directors of the Company is responsible for the accuracy and completeness of the Company’s financial statements in order for it to be transparent, accurate, and disclose adequate information in the notes to the financial statement including the financial information that appears in the annual report. The financial statements are prepared in accordance with the generally accepted accounting principles and audited by an auditor certified by the Securities and Exchange Commission. The Board of Directors appointed three Audit Committee members who are independent directors and non-executive directors to review the accuracy and completeness of the quarterly Financial Statement and the annual Financial statement so that it is in compliance with the generally accepted accounting principles before being proposed to the Board of Directors for further consideration.

The Company’s accounting department is responsible for presenting information on connected transactions and trans actions with conflicts of interests in compliance with the Securities and Exchange Act (No. 4) B.E. 2551 (2008), Section 89/12, the Notification of the Capital Market Supervisory Board No. TorJor 21/2551 regarding connected transaction requirements, an the Notification of the Board of Governors of the Stock Exchange of Thailand on disclosure of Information of Listed Companies in connected transactions B.E.2546 (2003) and the revised version to the Audit Committee for further consideration.

The Board of Directors placed an emphasis on transparent, accurate, complete and timely disclosure of information whether it was financial information or general important information that may impact share prices. The Company will disseminate information to investors and all parties involved equally via various channels and information dissemination media such as the electronic media system of the Stock Exchange of Thailand and the website www.origin.co.th, etc.

In addition, the Board of Directors provided The Board of Directors Responsibilities for the Financial Reporting Report, the Audit Committee Report for information disclosure along with the Auditor’s Report which is published in each annual report annually.

The dissemination of Company’s information to investors who are shareholders and those who are interested in holding shares in the future is under the authority of the Chairman of the Board Directors, the managing director, and the deputy managing director. Investors can contact the Investor Relations Department of the Company at this telephone number ( 662) 030 0000 or www.origin.co.th.

1.1 Term of Office

Terms of office for the Company’s Directors is determined to be in accordance with the Public Limited Company Act, B.E. 2535. Independent Directors have a term of office of 3 consecutive years but no more than 3 terms unless it is approved unanimously by the Nomination and Remuneration Committee that the nominated the independent director have benefited the Company greatly and holding the position does not cause a loss of independence. They must also be approved by the Board of Directors and the shareholders.

1.2 Remuneration for Directors

The Nomination and Remuneration Committee is responsible for proposing guidelines and procedures to determine meeting allowances, entertainment expenses, gratuities and rewards, as well as other benefits in the form of monetary remuneration to the Company’s directors by requesting opinions from the Board of Director’s meeting in order to propose for the approval from the Meeting of Shareholders on a yearly basis except for rights based on the Company’s regulations.

1.3 Sub-Committees

The Board of Directors appoints each sub-committee from qualified persons. Each committee must perform the duties as assigned by the Board of Directors. The sub-committee has authority to inform the management team to attend meetings and clarify or prepare reports. The Board of Directors approves the charter of each sub-committee.

Currently, the Board of Directors has appointed 4 sub-committees

  1. Executive Committee : The Executive Committee consists of no less than 9 executives. One must hold the position of Company Director or be an executive. The following positions are considered to be the Company’s Executive Directors.
    1. Chief Executive Officer
    2. President
    3. Chief Operating Officer
    4. Chief Financial Officer
    5. Chief Business Development Officer
    6. Assistant Managing Director, Product Design and Development
  2. Audit Committee: The Audit Committee consists of at least 3 independent directors, one of which shall have adequate knowledge and experience to review the reliability of the financial statements. The Audit Committee shall hold the position for a term of three (3) years and may be re-elected upon retirement of rotation.
  3. Nomination and Remuneration Committee: The Nomination and Remuneration Committee consists mainly of independent directors. There shall be at least 3 directors. The Nomination and Remuneration Committee shall hold the position for a term of three (3) years and may be re-elected upon retirement of rotation.
  4. Risk Management Committee: The Risk Management Committee consists of at least three directors. The Risk Management Committee shall hold a position for a term of three (3) years and may be re-elected upon retirement by rotation.

1.4 Board Meetings

The Board of Directors organize meetings to perform their duties and acknowledge the Company’s performance on a regular basis, at least once every three months. In the meeting, the directors are able to freely express their opinions and discretion. The quorum of the resolution of the Board of Directors’ Meeting must be no less than half of the total number of directors in attendance at the meeting. All directors need to attend the meeting unless there is a force majeure. In this case, the director must inform the Secretary of the Board in advance. The Company will report the number of meetings attended by each director in the annual report. The Board of Directors’ secretary set up the meeting schedule for the entire year in advance for the acknowledgement of the Board of Directors. The Secretary of the Board sends an invitation letter to all of the directors to confirm the date and inform them of the time, place, and meeting agenda. The delivery is made at least 7 days in advance. The Secretary of the Board collects the supporting documents from the management team and presents them to the Board in advance. Such documents contain sufficient information for the Board to freely make decisions and discretion. The Secretary of the Board records issues in the meeting in order to prepare a meeting report that contains the complete content within 14 days from the meeting date in order be signed by the Chairman of the Board. There must be a good filing system, and it must be able to be searched conveniently and confidentially.

The Company requires more than 6 meetings per year. In 2016, there were 12 meetings held. In 2017, there were 14 meetings held and more than 80% of the total directors attended the meeting over the past year. (See the details in Meeting Attendance of the Board of Directors and Sub-Committees)

1.5 Evaluation of the Performance of the Board of Directors and Sub-Committees (Board and Individuals)

The Company prescribes the performance evaluation of the Board of Directors (both the board and individuals) and sub-committees at least once a year. To evaluate individually and as a whole in order to jointly consider and improve their performance.

At the end of each year, the Company Secretary and the Sub-Committee Secretary which includes the Audit Committee secretary, the Nomination and Remuneration Committee secretary, the Risk Management Committee secretary, and the Executive Committee secretary will send the performance evaluation form to the Board of Directors and Sub-Committees including a self-assessment form for annual evaluation. The evaluation form will be sent back to the Secretary of each committee board to summarize the evaluation results and report to each committeeboard for further acknowledgment.

Performance Evaluation Topics for the Board of Directors and Sub-Committees

  1. Structure and Qualifications of the Board
  2. Roles, Duties and Responsibilities of the Board
  3. Board Meetings
  4. Duties of Directors (at Board Meetings)
  5. Relationship with the Management Team
  6. Self-Development of the Board and Development of Executives

Performance Evaluation Regulations of the Board of Directors (Board and Individuals) and the Sub-Committees of the Company.

Rating Scores Evaluation Result
Less than 50% Needs Improvement
50-65% Fair
66-75% Good
76-85% Very Good
86-100% Excellent

The overall evaluation results of the Board of Directors and the Sub-Committee Board for the year 2016.

Board Committee Average Score Received Evaluation Results
Board of Directors 91.05 Excellent
Audit Committee 98.00 Excellent
Risk Management Committee 90.25 Excellent
Nomination and Remuneration Committee 93.15 Excellent

Performance Evaluation of the Chief Executive Officer

In the year 2017, the Company required the Board of Directors to evaluate the performance of Chief Executive Officer at least once a year for the Company’s Chief Executives to acknowledge and improve. This also provided information for the Nomination and Remuneration Committee to consider when considering remuneration and this evaluation is confidential.

The overall evaluation results of Chief Executive Officer resulted with an average score of 92%. The evaluation results are at a level of excellence.

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

Performance Evaluation Topics for Chief Executive Officer

  1. Leadership
  2. Strategic Planning
  3. Follow Through of Strategic Planning
  4. Planning and Financial Results of Operations
  5. Relationships with Directors
  6. Relationships with Outsiders
  7. Management and Relationships with Personnel
  8. Succession
  9. Knowledge of Products and Services.
  10. Personal Characteristics

1.6 Non-Executive Directors Meetings

The Board of Directors is able to hold meetings without any executive directors in attendance if necessary. This enables the non-executive directors to freely discuss management issues without the management team in attendance. Meetings are held at least once a year according to Good Corporate Governance Principles. In 2016, the meeting was held on February 3, 2016 and in 2017, meetings were held on August 11 and August 26, 2017

1.7 Independent Directors’ Meeting

The Board of Directors determined that the independent directors shall hold their own meeting in order to freely discuss different matters. The meeting shall be held at least once a year in order to comply with Good Corporate Governance Principles. In 2016, the meeting was held on February 3, 2016. In 2017, meetings were held on August 11 and August 26, 2016

1.8 Data Reporting

  1. The Board is responsible for financial reporting and general information to shareholders and other investors accurately, completely with reasonable explanations and numbers in terms of performance policies, future prospects as well as the success and barriers of business.
  2. The Board understands and supports the compliance with the professional practice standards of the auditor.
  3. The Board of Directors prepared The Board of Directors Responsibilities for the Financial Reporting Reportand disclose the Company’s financial report in the annual report along with the financial statements and the auditor’s report which covers the following aspects:
    1. Legal Requirements: The Company’s Board of Directors is required to prepare financial statements in order to indicate that the financial position and the business performance over the past year is valid and reasonable.
    2. Responsibilities of the Board of Directors: The Board is responsible for preparing accurate, complete and adequate accounting information to maintain the Company’s assets and be aware of any weaknesses as well as preventing corruption or unusual operations.
    3. Give confirmation that the Company complies with the generally accepted accounting standards, and consistently uses and complies with appropriate accounting policies. Consider the reasonableness with caution of the preparation of the Conmpany’s financial statements.

1.9 Succession Plan

The Board of Directors set up a succession plan for management positions by preparing personnel in the organization in order to ensure that the Company has knowledgeable and capable executives who are able to enroll in these important positions in the future. Therefore, regulations for consideration have been systematically defined

1.10 New Director Orientation

The Board of Directors requires an orientation for all new directors before they serve as director. This ensures that new directors acknowledge the Company’s expectations regarding roles, duties, responsibilities, policies and corporate governance guidelines. This also creates an understanding of the Company’s business and operations in order to prepare directors to be ready to perform their duties. In 2016, the Company held an orientation program for 3 new directors on July 28, 2016. They were Mr. Athipong Amattayakul, Mr. Chinnapatr Visuthipat and Miss Sujaree Jansawang. On November 1, 2017 the Company held an orientation for Mr. Pasu Liptapullop, a new director.

1.11 Directors and Executives Development

The Company encouraged the Board of Directors and senior executives to attend seminars that were beneficial to their duties performance regularly as well as meet and exchange opinions with various Board of Directors and senior executives from different organizations. At least, seminars that the directors should attend are the course organized by the Institute of Directors of Thailand (IOD) which include Directors Certification Program (DCP), the Directors Accreditation Program (DAP), the Audit Committee Program (ACP) and the Executive Development Program (EDP) in order to implement this knowledge and experience to benefit the Company’s development. In 2017, directors and executives attended the following seminars:

Name Training Courses/Seminars
1. Mr. Sahas Treetipbut
  1. Annual seminar 2017 “Business in the Age of Uncertainty” by EY Office Limited
2. Air Chief Marshal Burirat Rattanawanich
  1. Annual seminar 2017 “Business in the Age of Uncertainty” by EY Office Limited
3. Miss Sujaree Jansawang
  1. Annual seminar 2017 “Business in the Age of Uncertainty” by EY Office Limited
  2. “AC HOT UPDATE” training course, preparing for new CG, advancing sustainability.
4. Mr. Peerapong Jaroonake
  1. Speaker to the Faculty of Architecture, Chulalongkorn University
  2. Commentator for The Next Tycoon Forum (Final Project) “The Next Tycoon” course
  3. Passion to Profit Forum Discussion: “Changing Perspective to Create an Everlasting Business”
  4. Speaker, provide information on business plans at the No.9/2017 Exclusive Hooninside Seminar.
  5. Participation in Discussion: “Growth Strategy Amidst the Volatility with New Generation Developers” from the NEXT Real Class 4
  6. Speaker: “Strategies, Fresh Experiences, New Generation Property Developer/Location/ Products/Architects - Contractors/Marketing/ Teamwork/Sources of Funds” for The NEXT Real Class 3
  7. Seminar Speaker: Trends and Strategies for Condominium Businesses...Adjustment of Entrepreneurs 2017”
  8. A Night Out with CEOs (Thailand Management Association: TMA)
  9. Seminar: Tisco VIP Exclusive Dinner Talk
5. Mrs. Arada Jaroonek
  1. CEO Club 2017: (Non) Secret of Winning Over Employees of all Generations
6. Miss Kanokpailin Wilaikaew
  1. Opportunity Thailand Seminar (Thansettakij Newspaper)
7. Mr. Surin Sahachartphokanun
  1. Digital Technology Building & Infrastructure Development
8. Miss Jarunee Gunasit
  1. Workshop Training: Consolidated Financial Statements by EY Office Limited

1.12 Communication with the Management Team

The Board of Directors encourages the Company’s senior executives to attend Executive Committee Meetings and the Board of Directors Meetings and present the information concerning the agenda item the executives are responsible for, for the acknowledgment of the Board of Directors. Executives also have the opportunity to learn and understand the views of the Board, express opinions and provide useful recommendations to the Board of Directors.

The Board of Directors encourages meetings and the exchange of views among directors and senior executives apart from meetings of the Board of Directors in order to have opportunities to know one another better, and to exchange ideas regarding operations, and inquire or implement recommendations received from specialized directors in management as well

Principle 2

Define Objectives that Promote Sustainable Value Creation

Apart from the real estate development business in revenue recognition from sales category, the Company is also engaged in the development of real estate for rent and service businesses related to real estate. These businesses continually generate revenue under the operation of the subsidiaries in order to build long-term corporate stability due to its consistent revenue pattern in the future. As can be seen, the Company aims to grow steadily and sustainably in the property development business in order to build the confidence of its shareholders, directors, executives, employees, and joint ventured partners and financial institutions. This can be seen from the Company’s vision and mission statement.

Vision Statement

Origin commits to be an integrated real estate development company, developing the company with sustainable growth according to good governance. We will deliver products and have excellent service based on the customers’ needs. We will think more and give more so that our customers will receive more.

Mission Statement

We pay attention to every detail in every area of our customers’ needs using creativity in design and project development in order to deliver products and services that increase customer satisfaction. This includes an emphasis on personnel development and growing the organization sustainably alongside our partners, customers, shareholders, partnerships, employees and society.

Communicate the Company’s vision and mission statement to all of the organization’s departments in order to be aware of the Company’s core business concepts in the same direction as well as enhancing corporate value to employees.

Values
O Optimize Greatly Increase Performance
R Responsive Ready to Respond
I Innovation Find Value in Doing New Things
G Growth Grow Together
I Integrity Faithful and Honest
N Neat Together Think Meticulously
S Service Excellence Serve Wholeheartedly
T Teamwork Work Together as One

In 2017, the Company focused on the values of Service Excellence and Teamwork, by having activities and policies that included such values for employees such as small group management or even service training for the Sales Department, Homecare Department and other units in order to develop a better personality and understanding of the service business.

For 2018, the Company places an emphasis on other values in order to achieve the Company’s goals in a more diverse real estate development business. Besides specialized personnel who are creative in inventing products or having effective work processes, personnel must be ready to adapt to organizational changes as well. Therefore, the Company places an emphasis on the importance of the work process, thought processing and creativity. Nevertheless, in every stage of the business procedure, operations are conducted with honesty according to the principles of good corporate governance

2.1 Corporate Business Strategy

To achieve the objectives or the main target of the organization, the Board of Directors and the management team have set the following strategies.

  1. The expansion of project developments along the mass transit rail system in many outer areas and important industrial areas.

    The Company plans to expand its condominium real estate in many potential areas that have convenient transportation by focusing on the location along the mass transit system in Bangkok and its vicinities, where the expansion of residential demand is high, especially condominium units that accommodate today’s lifestyle and the purchasing power nowadays such as the Green Line Extension of Bangna-Bearing–Samutprakarn, the Green Line Extension Mo Chit-Sapanmai - Khu Khot. The MRT Purple Line, MRT Orange Line Cultural Center-Ramkhamhaeng Minburi and locations in the heart of the city, etc.The Company recognized the demand for residence that are close to quality industrial areas due to the expansion of industrial estates especially in the Eastern region which is highly supported by public policy and investment in infrastructure according to the Eastern Economic Corridor (EEC). the Company plans to consistently develop real estate projects in condominiums, housing estates, retail space, hotels and serviced apartments in areas adjacent to the industrial estate such as Pinthong Industrial Estate, Laem Chabang Industrial Estate, Hemaraj Industrial Estate, Pu Chao Saming Phrai Industrial Estate and Map Ta Phut Industrial Estate.

    In 2017, the Company had six real estate projects development in the Eastern Special Economic Zone (EEC), consisting of four condominium projects worth 4,830 million Baht, two hotels and one shopping center.

  2. Concept and Unique Design

    The Company places great importance on project design. Every project has its own uniqueness and outstanding style in external structure, interior design and the common area of the building. The Company takes the maximum utilization of all living space in the project into consideration such as 1-Bedroom Suites starting from 23-35 square meters. The living space is perfectly allocated, it can be divided into a living room, a bedroom and a kitchen. The other popular room is the 1-Bedroom Plus Suite, which is a 36 square meter condominium unit with 1 bedroom and 1 utility room. The utility room is versatile, it can be adjusted into an office or a small bedroom. In addition, the Company added new concepts to create an outstanding condominium projects such as Knightsbridge Kaset Society Project. The Company designed the common area with a Limitless Facility concept, it is located in the mezzanine floor that connects three buildings together for the convenience of its customers and promotes the image of unique living above other typical projects.

  3. Expansion of Diverse Residential Business Opportunities.

    The Company has a long-term goal of being one of the leading developers of residential real estate in all categories, not just limited to condominium products. The Company also considers the development of other residential products including other real estate projects which include horizontal projects in Bangkok and its vicinities, as well as in industrial estates in other provinces and recurring income recognition businesses such as Hotels, Apartments, Offices for Rent, and Commercial Space in order to create steadily increasing revenue foundation for the future. Therefore, the Company will evaluate such investment opportunities based on the feasibility of projects in terms of investments and marketing as well as a reasonable level of return on project investment for the maximum benefit of the Company and its shareholders. Therefore, the Company believes that the Company’s wide range of products will drive the continued growth of the Company’s business in the long run.

    Up until 2017, the Company began hotel project developments which included Holiday Inn & Suites Sriracha-Laem Chabang, Staybridge Suites Bangkok Thonglor, and Staybridge Suites Chonburi - Sriracha.

  4. Consider Business Investment Opportunities or Real Estate Development Projects from Other Operators

    In addition to the growth of the Company’s development projects, the Company also assesses the opportunity to invest in other businesses or projects from other property developers to increase the Company’s continuity and revenue recognition rate in the future. Therefore, joining an investment in other projects from other developers helps reduce development time. As a result, the Company recognizes the revenue recognition and faster profit gain, etc.

  5. Business Expansion in the Form of Joint Ventures

    The Company developed projects under joint venture companies. It enhances the Company’s determined growth potential. This is due to an increase in investment opportunities and reduces the risk of large investment projects. The joint venture is also an opportunity to develop the Company’s potential by learning from the joint ventured company’s knowledge. The Company will receive service revenue from various services according to the service agreement with the joint ventured companies.

    The Company also has opportunities to jointly invest in condominium projects and other businesses such as the development and management of office buildings, hotels and real estate service businesses.

    In 2017, the Company succeeded in this strategy and jointly invested with Nomura Real Estate Development Company Limited to develop condominium projects through 5 companies namely, Origin Prime 2 Company Limited, Origin Ramkhamhaeng Company Limited, Origin Sphere Company Limited, Origin Vertical Company Limited, and Origin Park T1 Company Limited, as well as joining in an investment to develop Staybridge Suites Bangkok Thonglor.

2.2 Marketing Strategies

  1. Project Location

    The Company prioritized the great importance of project location in every project development. The location of the project is the most important primary factor of the real estate business especially for condominium projects, the location of the project must be close to major transportation sources and be convenient to travel to. The Company selected project locations near mass transit systems on the outskirts of Bangkok and its vicinity. This is the main factor in making decisions to purchase a residence today. These are locations that housing demand is growing greatly. However, apart from the Samutprakarn area, which is the Company’s starting location, the Company has Origin property Public Company Limited 126 expanded its development to new potential areas such as the Extension Green Line MRT, Mo Chit-Sapanmai–Khu Khot, MRT Purple Line and downtown locations

    Besides, project locations near the Bangkok Mass Transit Rail System on the outskirts of Bangkok and its vicinities, the Company also places great importance on industrial estates because it is a high-quality source of work from industrial manufacturing plants which focus on export manufacturing which is a basic element of the country. The expansion of industrial estates throughout the county resulted in a high tendency for housing demand in the area. As a result, the Company plans to develop real estate development projects in areas near industrial estates es pecially the Eastern Economic Corridor Zone (EEC) such as Pinthong Industrial Estate, Laem Chabang Industrial Estate, Hemraj Industrial Estate, Pu Chao Saming Phrai Industrial Estate and Map Ta Phut Industrial Estate.

  2. Unique Design Projects Under Various Project Names

    The Company places great importance on project design. Each project has a unique design under a variety of unique names causing each project be outstanding and attract customers such as Notting Hill’s Sukhumvit 107 project, which combines the beauty of vintage architecture with modern architecture, topped off with charming furniture in a sweet romantic style. The fastinating high-class style of Notting Hill Residential Area has been adapted to the room decor and the common areas of the building, etc. This creates an impression among customers and drives the desire to own a room that reflects the uniqueness of one’s own style. In addition, the Company added new ideas to create uniqueness for the Company’s Condominium units such as Knightsbridge Kaset Society Project. The Company designed the common area with a Limitless Facility concept, it is located in the mezzanine floor that connects three buildings together for the convenience of its customers and promotes the image of unique living above other typical projects.

  3. Unit Plan Innovation for the Maximum Utilization of Space

    The Company takes into account the maximum utilization of living space for each unit. The Company’s design team developed and designed condominium units to maximize the use of condominium space such as the 1-bedroom unit, starting from approximately 23-35 square meters. The living space is perfectly allocated, it can be divided into a living room, a bedroom and a kitchen. The other popular room is the 1-Bedroom Plus Suite, which is a 36 square meter Condominium unit with 1 bedroom and 1 utility room. The utility room is versatile and can be adjusted into an office or a small bedroom

  4. Blue Ocean Strategy

    The Company has a policy to approach target customers in order to create business opportunities with Blue Ocean Strategy. This strategy is designed to avoid competing in the market or real estate industry in a traditional way. The Company will develop products using innovation or new creative ideas in order to make a differentiation in products and create a competitive advantage.

    Based on this strategy, the Company focuses on making the product unique by using unique designs to draw customers. This is to differentiate the existing condominium projects in the real estate market today as well as expands the Company’s project developments to areas where no other operators have started project developments in order to create new markets and create new target customers, etc. The success of this strategy is enormous as reflected by the response of target customers in past projects.

    In addition, the Company places great importance on foreign customers due to the growth potential of this customer base such as Japanese, Chinese, Taiwanese and Singaporean customers. This customer group has a high potential to purchase and invest in real estates in Thailand as well as the customers from the ASEAN Economic Community, established in 2015. The Company uses aggressive marketing approaches by establishing a sales department for foreign customers that is responsible for customer service for foreign customers as well as coordinating with foreign agents in order to be able to reach customers and marketing overseas directly. Sales teams and marketing teams at the sales office are permanent staff who have the ability to communicate in Japanese and English in order to ac commodate foreign customers who are interested in real estate development. The Company regularly provides training language courses in Japanese, Chinese and English for the Company’s sales and marketing teams.

  5. Team Work and Systematic Sale Planning

    The Company has a team work sales plan. When customers visit projects, sales and marketing teams cooperate to present project information to the customers. Starting with the marketing agent who explains concepts, designs, and styles of the project to motivate customers to feel a connection and desire to own the property. After that, a sales agent and the project’s sales manager present the project’s information such as room size, unit price, etc. in order to close the sale with the customer. In comparison to having a sole sale agent, the Company may have unsatisfied customer service risk from customers. Relying on a sole sales agent causes the Company to lose sales opportunities when the only sales agent resigns. As a result, the team work sales plan is one of the Company’s strengths and this increases the success rate and effectively closes sales with customers

  6. Customer Centric and After-Sales Services

    In order to ensure customers who are considering the purchase of the Company’s Condominium unit, the Company provides after-sales services in various aspects such as a quality guarantee of the unit after the transfer date and facilitating customers to make requests for mortgage loan with financial institutions. Apart from facilitating customer convenience, the Company will be able to make effective condominium transfer plans.

    The Company established Customer Centric in order to maximize customer’s utmost satisfaction. Customer Centric will facilitate convenience for the Company’s customers from requesting a mortgage loan with financial institutions, checking condominium units, transferring ownership until after sales services that include condominium decoration consultancy services, coordinating and providing interior designers, etc. In addition, the Company recognizes the importance of current customers who have purchased units with the Company, as a result, the Company offers privileges to the current customers to be able to make a deposit to purchase a project that will be developing before the official launch Origin property Public Company Limited 128 in order to build good, long-term relationships , many people will become our customers by word of mouth from those who have purchased condominium unit with the Company.

    In addition, the Company has a service that support the Company’s core business through its subsidiary which is Primo Property Solutions. Primo Property Solutions provides condominium tenants services to customers, juristic person condominium services in order to enable the Company to meet the needs of customers and be able to quickly service customers after the transfer of ownership. This creates customer satisfaction so that they can continue being a customer for other projects in the future.

    The Company organized a service business called “Hotel Service” for providing housekeeping (mainly focused on the brand Notting Hill) in order to make a difference beyond expectations of mid-level condominium projects. The average giving of service is twice a month (included in common facilities costs or additional purchase). After operating this service in some projects, we found that many customers were greatly satisfied and the project was well received.

  7. Determining the Selling Price

    The Company has a policy to set selling prices based on target customers, location, cost of land and project construction. The Company determines the initial selling price from the feasibility study phase of the project, the actual selling price is determined when the project opens for sale. The selling price of each unit is different depending on the number of floors, room location, and view as well as how long the project has been open for sale such as before the construction phase, during construction period, or after the project has been completed. The average sales proportion is 60%, 25% and 15% of the project value.

    However, the selling price of each project is competitive when compared to other operators in similar locations. The Company considers the appropriate selling price per room that is suitable for the purchasing power of customers, designing room area to be suitable for the value of what the customers will receive as well as maintaining the profit of the Company to be at an appropriate level as set out in policies

  8. Delivery on Time

    The Company is confident that the construction of projects will be in accordance with the accurate construction standards, completed as agreed upon and able to deliver condominium units to customers on time. The Company hired an experienced construction company that works well with the Company, construction management consultants are also hired for quality control and they closely monitor the construction work of contractors at each project. As a result, the Company’s development projects over the past year have been delivered to customers on time. This enables the Company to effectively manage its finances, construction costs and create excellent customer satisfaction.

  9. Company Image

    The Company clearly places its image and marketing position by focusing on the real estate development of condominiums adjacent to the mass transit rail system on the outskirts of Bangkok and its vicinities with uniquely designed projects that use outstanding features of landmarks from all over the world such as architecture, innovation, integrating creative ideas and applying them with the modern lifestyle of people in the city really well. This causes customers to remember the name of the Company “Origin” as property developers who truly create value for the money so that it is worth purchasing condominiums to live in or as investment. Another focus is on developing projects in virgin areas where there are not many condominium projects based on the potential of the location and the purchasing power of people living in that area as well as creating unique designs to clearly meet the needs of the target customers.

2.3 Professionalism Strategies and Management Team Experience

The Company places importance on professional management team with a quality team and vision. The Company’s management team is well experienced, knowledgeable and well qualified in the real estate business. This results in the transparent internal system of the Company. New ideas are being used to develop organization and its products regularly. Select professional teams which include architectural design firms, interior design companies and landscape design companies.etc

In addition, the Company gives importance to all employees of the Company by focusing on the employee’s knowledge in basic elements of the real estate business and providing training in various courses such as Japanese, Chinese, and real estate, etc. Therefore, most of the Company’s employee will be a committed new generation and have new creative ideas. The Company desires for employees to take part in the Company’s business and determine to create new innovative products and services that meet the needs of the target customers. The Company believes that this approach will drive the Company to grow and be able to operate its business sustainably and enable the Company to be able to keep quality employees with the Company for a long time.

2.4 Research and Development Strategy

The Company is determined to continuously develop residential projects to meet the needs of customers and create maximum customer satisfaction. The Company emphasizes the importance of exterior and interior condominium design first. The design must be unique with the best functional unit plan designs which is an outstanding feature of the Company’s projects.

Business Development and Research Department is responsible for researching to determine the location of project developments based on the growth of residential demand from the potential change factors of each location including the competitive environment of supply in each location. This includes a research study on consumer demands to determine the style and price level of the project. The Company’s product design and development department is Origin property Public Company Limited 130 responsible for developing product types in order to have projects that respond to the needs of consumers as much as possible. This is to create an advantage in competition and the utmost satisfaction in the living in the Company’s projects and to be consistent with real estate market environment that keep changing at all time.

The Company places importance on creating new innovation in terms of products and service development. The Company follows up changes in technology related to housing and changes in consumer behavior. Satisfaction surveys and customers’ needs after purchasing condominium units were collected from various departments such as the sales and marketing department, project development and customer relations. After that, data will be processed and analyzed before being implemented in new product development and services regards to building concepts, room concepts, room size, furniture placement, utilization of living space or facilitating convenience in various aspects that are suitable to the desires and the modern lifestyles of target groups.

The Company also focuses on research and development to extend its business to various business related to real estate developments and service businesses in order to meet the complete needs of consumers as well as the sus tainable growth of the Company.

2.5 Market Overview Analysis

Though the Company determined short-term, medium-term and long-term business objectives and goals, the Company continued to focus on analytical studies, market data, mechanisms and changes in the real estate market overview to be used as a database to determine strategies, plans that are up to date with the market and suited to the economic environment and business of the Company.

The Company assigned the data analysis department to follow up and analyze the information in order to control the Company’s strategies to be effective and consistent with its annual operational goals.

Principle 3

Strengthen the Board’s Effectiveness

The Company is aware that shareholders, investors and regulatory organizations value the roles and duties of the Board of Directors who are considered to be the shareholders representative even more. Therefore, the Company places importance on the recruitment and appointment of directors and subcommittees that are qualified and able to strengthen long term strengths of the Company.

The Company set the regulations and guidelines for the recruitment of directors by considering the qualifications along with good practice guidelines in recruiting directors by the Thai Institute of Directors Association. The Board of Directors assigned the Nomination and Remuneration Committee to determine the qualifications of the sub-committees and focuses on a wide range of skills, abilities, experiences, and capabilities that benefit the Company and determine a transparent recruitment process in order to ensure the confidence of shareholders and outsiders.

In 2017, the Nomination and Remuneration Committee defined the specific skills requirement for the Board of Directors and sub-committees in order to help each board determine policies and strategies to be consistent with the Company’s goals in quality and efficiency. The skills of directors for each board are summarized in the Board Skill Matrix

Principle 4

Ensure an Effective CEO and People Management

Apart from the emphasis on recruitment and appointment of Company directors, the Company also recognizes the importance of recruiting and appointing senior executives and personnel development. This is a key mechanism that drives the organization to be in line with the policies and strategies set by the Board.

In recruiting executives and personnel, the Board of Directors determined specific skills, experiences, and qualifications of executives and employees in order to achieve success in recruiting qualified personnel according to the Company’s recruitment plan.

The Nomination and Remuneration Committee was assigned by the Board of Directors to have the authority to determine the criteria qualifications in recruiting and appointing senior executives of the Company. This includes the Assistant Managing Director, the Chief of Department, the President, and the Chief Executive Officer.

The criteria for recruiting senior executives has two parts. The first part was Managerial Competency which includes leadership skills, strategic management skills, project management skills, risk management skills, and business management skills. The second part was Functional Competency which refers to the knowledge, skills and characteristic that management requires in order to achieve its set goals. For example, data analysis skills, design skills, planning and management skills, etc.

In addition, the Nomination and Remuneration Committee also determined the remuneration structure and evaluate senior executive performance. The remuneration for executives included monetary remuneration such as salary, short-termbonuses and warrants to purchase the Company’s ordinary shares which were issued to directors, executives and employee (ESOP), and long-term remuneration. Non-monetary remuneration included health care benefits and personnel training both inside and outside the organization.

At the end of the quarter and at the end of the year, the performance of senior executives, executives, and employees will be evaluated against the set criteria in order to achieve results that match the performance and be consistent with the Company’s goals.

Principle 5

Nurture Innovation and Responsible Business Promotion

The business of the Company is involved with many stakeholders, managing benefits is an area that the Company is cautious and tries to be fair to all parties by strictly complying with relevant laws to protect the rights of all stakeholders, shareholders, employees, executives, trade partners, customers, creditors including society.

5.1 Respect of Other Shareholder’s Rights

The Company is committed to justice and fairness to other stakeholders without discriminating against any person, does not use its own discretion or personal relationships to judge, 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 the main mission of the Company to create 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 to grow in order to compete in the long run and share its profits with shareholders appropriately, as well as presenting information to the shareholders accurately, completely, transparently, timely and equitably.
  2. Employees: บริษัทฯ จะปฏิบัติต่อพนักงานอย่างเท่าเทียมและเป็นธรรม ใช้ระบบการประเมินผลงาน (KPI) ในการประเมินผลการ ปฏิบัติงาน และการประเมินแบบ 360 องศา เพื่อให้สะท้อนผลการปฏิบัติตามความเป็นจริง นอกจากนี้ผลจากการประเมิน จะใช้ในการวางแผนการฝึกอบรม การสนับสนุนเรื่องการศึกษาต่อของพนักงาน และการพิจารณาจ่ายค่าตอบแทนที่เป็นธรรม รวมทั้งบริษัทฯ ยังจัดตั้งกองทุนสำรองเลี้ยงชีพพนักงานและสวัสดิการต่างๆ กำกับดูแลเรื่องความปลอดภัย และสุขอนามัย ที่ดีในสถานที่ทำงาน ดังนี้
    1. Recruit employees by considering the employee’s knowledge and competence within the Company in order to fill higher ranks 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 a good attitude and are able to work well with the Company based on the necessity and appropriateness of each department in order to maximize human resources.
    2. Promote employee advancement by defining a clear direction for employee development and care for all employees at every level in order for employees to be systematically and continuously trained in accordance to with the defined direction as well as being able to work in the current position effectively and being ready to receive more responsibilities in the future.
    3. Manage remuneration, salary and welfare to be fair and equal to the leading companies and always makes the appropriate improvements related to the current situations. A merit system will be used for promoting and increasing salaries based on the competence, performance and potential of each employee.
    4. Promote team work. Encourage employees to cooperate and help one another as if they were family. This is an important organizational culture of the Company which has enabled the Company’s performance to have exponential growth 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. Besides this, if there is a vacancy or a new position, the Company’s policy is to first recruit appropriate people from within the Company before s electing 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 recruiting and selecting people 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 increase their potential and ability by organizing employee training, by having beneficiaries support further education, providing equal opportunities for employees, training employee continuously inside or outside the organization such as giving knowledge in regards to increase the employee’s potential, legal knowledge that is relevant to business operations. Develop the 133 Annual Report 2017 employee’s personality or welfare including sending employees to be trained with other agencies outside the Company to increase work performance by using the acquired knowledge with work or improve one’s work. Stimulate and encourage employees to work together as a team. Maintain good relationships between the employees and between the supervisors and the operators. The Company recorded the amount of training hours of its employees.

      Year Number of Employees Amount of Training (Hours) Amount of Training (Hours per Person)
      2016 396 5,203.5 hours 13.1 hours per person
      2017 706 8,930.0 hours 12.6 hours per person

      The Company determined to develop and promote the 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 the Company’s departments. (Additional details can be found in Corporate Social Responsibility).

      (3) Remuneration
      The Company established fair remuneration for its employees and the employees received proper remuner ation based on their potential, position and responsibilities. The Company has a policy to increase remuneration according to the fair regulations set out by the Company. Give opportunities and fair remuneration in accordance to the short-term and long-term performance of the Company. Other than monthly salary, at the beginning of the year, the Company will set up clear goals with employees by using the KPI index indicator for calculating bonuses each year (bonus). 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 for many employees. A mid-year 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)

      (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 times when entering construction sites 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 so that customers receive accurate information regarding the Company’s products. Take care of customers as close relatives with quick, accurate and reliable service, focusing on customer confidentiality and not using information for its own benefit or the wrongful benefit of others. 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 the best functional unit plan designs. The Company organized a call center, telephone number 02-300-0000, as a channel to answer any questions, complaints of curiosity for customers to contact the Company directly.
  4. Trade Partners: The purchase of goods and services from trade partners shall conform to the terms of trade. This includes treating the trade partners as agreed upon and adhering to any law and good corporate governance principles (CG) 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 trade partners in accordance with the Company’s code of business conduct.
  5. Competitors: The Company adheres to comply with the rules of good competition guidelines and does not use dishonest methods to destroy competitors. Competition is done fairly
  6. Creditors: The Company complies with contract 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)

5. 2 Whistleblowing or Filing Complaints

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

Customers, trade partners 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 the Chief Operating Officer
Origin Property Public Company Limited
20th Floor Bhiraj Tower BITEC
4345 Sukhumvit Rd. Bangna sub-district
Bangna district, Bangkok 10260
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 senior executive directors

5.3 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 defined policies or guidelines to protect whistle-blowers as well as whistleblowing data protection confidentiality policy.

The Company will take the complaint into review and go through a fact finding procedure in order to find further solutions.

5.4 Communication Channels

The Board of Directors assigned the Management Team to monitor the communication and information disclosure 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 as well

Principle 6

Strengthen Effective Risk Management and Internal Control

The Company assures the investors that by revealing the company’s important information in a correct, timely, and transparent manner. This includes financial information and business performance. 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 some personnel 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.

6.1 Financial Reporting

The Board of Directors is responsible for the preparation of the Company’s consolidated financial statements and information that is to be presented to the shareholders in the Annual Report by monitoring the quality of financial reporting which includes the Company’s Consolidated Financial Statements in order to be prepared according to the generally accepted accounting standards and audited by a certified auditor whose qualities are in accordance with the set requirements of regulatory agencies, being independent, and consistently selecting and complying with appropriate accounting policies. By also preparing the Company’s Consolidated Financial Statement accurately, completely and truthfully and by disclosing 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 assessment results Origin property Public Company Limited 136 of the internal audit must be reported to the Board of Executives and the Audit Committee for acknowledgement and regular follow up of the assessment results must be done.

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 reasonableness before conducting the next step.

6.2 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 the results.

Over the past years, the Risk Management Committee played an important role as assigned by the Audit Committee and the Board of Directors in considering possible risk factors that may occur due to the rapid operational expansion of the Company as well as recommending complete preventive measures for the Company to be aware of risk management and to have thoroughly prepared preventive guidelines.

6.3 nternal Controls

The Board of Directors of the Company provided the Company with an internal control system covering all aspects of finances, operations, and compliance with laws and regulations, and provided a mechanism of checks and balances that is powerful enough to protect and always take care of the investments of the shareholders and the assets of the Company. It provided a defined level of authority and the responsibilities of the executives and employees with written check and balance procedures. The Company’s internal audit unit evaluated the internal control system, reviewed the operations of the business unit and supporting unit to be in compliance with relevant rules and regulations. The internal audit unit is directly under the Audit Committee.

The Company employed Riskless Solutions Company Limited as an independent internal control unit of the Company in order to support internal control operations to be more effective and efficient.

6.4 Transactions of Directors

  1. The Company established a policy for directors to disclose trading of shares and holding of securities of the Company at all time.
  2. The Company established a policy for directors to report stakeholding to the Audit Committee.
  3. The Company established a policy that significant connected transactions must get approval by the Audit Committee.

Principle 7

Ensure Disclosure and Financial Integrity

7.1 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 the management team 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.

7.2 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, trade partner, creditors and analysts equally, fairly and thoroughly via diverse communication activities

Contact Information for Investor Relations

Ms. Thitima Kuljittiamorn

Investor Relations

Origins Property (Public) Company Limited

Address: 20th floor Bhiraj Tower at BITEC 4345 Sukhumvit Rd, Bangna sub-district, Bangna district, Bangkok 10260
Email: ir@origin.co.th
Website: www.origin.co.th
Phone: (662) 030 0000
Fax: (662) 398 9994

Principle 8

Ensure Engagement and Communication with Shareholders.

According to this section, the Company has been complying with the good corporate governance principles for listed companies under the section of the rights of shareholders which are in accordance with the following principle:

8.1 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 Origin property Public Company Limited 138 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 add meeting agendas, 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 auditors and nominate auditor’s remuneration, the right to vote on the activities of the Company. Shareholders also have the right to receive profits and dividends equally, and the right to share opinions, the right to make inquiries in the shareholder’s meeting, the right to receive enough mass publications timely and equitably. The Company shall facilitate convenience towards the shareholders in order to be able to attend meetings and fully exercise their votes. 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 by the board of directors.

8.2 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 2017, the Company had 3 shareholders’ meetings. The first and second meetings were held at The Grand Four Wings Convention Hotel located at 333, Srinakarin Rd. Huamak, Bangkapi, Bangkok, 10240. The third meeting was held at Bangkok International Trade & Exhibition Centre Room MR 211-213, 2nd floor, 88 Bangna-Trad (km.1) Bangna Bangkok, 10260. Shareholders were able to attend the meeting at these 3 locations because of mass transit system and access to Srirat Expressway and Bangna Express way. The Company also attached a map of the meeting’s location in the meeting invitation letter given to the shareholders everytime.

  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 Shareholders’ Meeting within the period designated by the related laws, notification 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. The proxy form and invitation letter shall be sent to shareholders no less than 21 days before the date of the Shareholders’ Meeting. The Company disseminated invitation letter and information on the meeting’s agenda in Thai and English on the Company’s website at least 30 days prior the date of the meeting.

    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, prior to any consideration and votes are made, shareholders will be informed about the number and percentage of shareholders that attended the meeting, both shareholders and proxies, for the acknowledgement of the quorum as required by the law. An MC shall explain the meeting procedures, casting votes which includes counting votes for each agenda item. The meeting will consider and cast votes according to the order of meeting agenda items without abruptly changing significant information or adding agenda items to the meeting. All shareholders 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 2017, 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 of the meeting will give the shareholders equal opportunity to make any inquiries prior to casting votes and disclose the results of vote counting including the number in agreement, disagreement, and abstention on each agenda item and recorded it in the meeting report.

  6. The Company added channels 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 conveniently.

  7. The recording of the meeting’s minutes shall be complete, accurate, fast and transparent. 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 shareholders meeting on the Company’s website in order for shareholders to consider. The minutes will be delivered to the SET within 14 days of the date of the meeting or delivered 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

8.3 Responsibility to the Shareholders

The Board of Directors is responsible for overseeing executives and employees 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 fairly and taking into account the interests of shareholders, both major and minor.

Moreover, shareholders are able to exercise their right to maintain their benefits whether 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.

The Company shall inform the resolutions of the Shareholders’ Meeting along with the voting results of each agenda item for the acknowledgement of shareholders through the Stock Exchange of Thailand announcement and the Company’s website www.orgin.co.th. A complete meeting report shall be prepared with accuracy and completeness of the meeting details so that shareholders are able to verify and correct it within 30 days from the day that the Company disseminated the meeting reports to shareholders for acknowledgement.

Supervision of Operations of its Subsidiaries and Affiliatese

By resolution of the Board of Directors meeting No. 4/2557, held on July 29, 2014, the Company set a policy on supervision and management of its subsidiaries and affiliates, with an objective to establish measures and mechanisms, directly and indirectly, that allow the Company to supervise and manage its subsidiaries and affiliates. This includes the monitoring of its subsidiaries and affiliates to comply with the measures and mechanisms as units of the Company and in accordance with the Company’s policies, as well as public company law, securities law, as well as related announcements, regulations and guidelines of the Capital Market Supervisory Board, Office of SEC and SET in order to safeguard interests of investment of the Company in its subsidiaries and affiliates.

In the case that a policy requires any transaction or action which is significant or affects the financial position and operating results of its subsidiaries and affiliates, the policy requires approval by the board of directors of the Company or resolution at the meeting of shareholders of the Company (depending on the case). Then the board of directors has the task of organizing a meeting of the board of directors of the Company and/or the shareholders of the Company to consider such matters before its subsidiaries and/or affiliates will hold a meeting of their board of directors and/or shareholders for approval and/or before the transaction or action of the matter. In this regard, the Company shall disclose and comply with rules, conditions and procedures in regard to the matters being approved as required by the law on public companies, securities law, as well as the announcements, regulations and guidelines of the Capital Market Supervisory Board, the Office of SEC and SET mutatis mutandis (as far as it does not contradict or be inconsistent with) completely and accurately.

  1. Any transactions or actions of its subsidiaries and/or affiliates in the following cases must be approved by the board of directors of the Company or the shareholders of the Company (as applicable):
    1. Subjects that need to be approved by the board of directors of the Company:
      1. To appoint or nominate a director or executive in the subsidiaries and/or affiliates, at least in proportion to the shares held by the Company in its subsidiaries and/or associates. The directors and executives nominated or appointed by the Company shall have discretion to vote in the meeting of the board of directors of the subsidiaries and/or affiliates in matters relating to general administration and normal business operations of the subsidiaries and/or associates, as viewed appropriate by the directors and executives of the subsidiaries and/or associates for the best benefit of the subsidiaries and/or associates, except in matters that the directors and management have a special interest in.
        The nominated director or executive in the paragraph above must be a person in the list of directors and executives of the issuer of securities (White List) and have the qualifications, roles and responsibilities, as well as have good character and not lack creditability as announced by the Securities and Exchange Com mission with respect to Definition of Lack of Creditability of Directors and Executives of the Company.
      2. To approve annual dividends and interim dividends (if any) of the subsidiaries.
      3. To amend regulations of the subsidiaries, except for amendments in a significant matter as clause (2) (f).
      4. To consider and approve the annual budget of the subsidiaries
      5. The items from (e) to (m) are the items considered significant. And if there is any transaction, it will make a significant impact on the financial position and operating results of the subsidiaries. So, it must first be approved by the Company’s board of directors. This shall be the case that the calculated size of the transactions the subsidiaries will enter into, compared to the size of the Company [by adopting the basis for calculation as stipulated in the Notification of the Capital Market Supervisory Board and the Stock Exchange of Thailand regarding Acquisition or Disposition of Assets and/or the Connected Transactions (as the case may be) to apply by analogy], then is in the criteria to be considered for approval by the board of directors. The cases are as follows:

      6. In the case that the subsidiary agrees to enter into a transaction with a related party to the subsidiary or the transaction is related to the acquisition or the disposition of assets of the subsidiary.
      7. Transfer or relinquish benefits, as well as waiving a claim to those who cause damage to subsidiary.
      8. Sale or transfer of all or major parts of the business of the subsidiary to another person.
      9. Purchase or acquisition of business of other companies to the subsidiary
      10. Entering into, amending or terminating contracts relating to the lease of all or a significant part of the business of the subsidiary, a delegation to another person to manage the business of the subsidiary or merger of the subsidiary to someone else.
      11. Leasing or letting out all or significant parts of the business or assets of the subsidiary.
      12. Borrowing, lending, giving credit, guaranteeing, legal commitments to the subsidiary to get increased financial burden, or providing financial support to other people in any other way than usual business of the subsidiary.
      13. Liquidation of the subsidiary.
      14. Any other transaction than ordinary business transaction of the subsidiary and affecting the subsidiary significantly
    2. Subjects to be approved by the general meeting of shareholders of the Company:
      1. In the case that the subsidiary agrees to enter into a transaction with a related party of the subsidiary or transaction related to the acquisition or disposition of assets of the subsidiary. This shall be the case that the calculated size of the transaction the subsidiary will enter into, compared to size of the Company (by adopting the basis for calculation as stipulated in the related notification of the Capital Market Supervisory Board and the Stock Ex change of Thailand to apply by analogy), then is in the criteria to be considered for approval by the meeting of shareholders of the Company.
      2. Capital increase by issuing new shares of the subsidiary, and allocation of shares, and share capital reduction, which is not in proportion to original shares of the shareholders, that will result in proportion of voting right of the Company, directly and/or indirectly, at the meeting of shareholders of the subsidiary, reduced more than ten percent (10) of the total number of votes at the meeting of shareholders of such a subsidiary, or result in proportion of voting right of the company, directly and/or indirectly, at the meeting of shareholders of the subsidiary, reduced less than fifty percent (50) of total votes at the meeting of shareholders of such subsidiary.
      3. Any other action resulting in proportion of voting rights of the Company, directly and/or indirectly, in the meeting of shareholders of the subsidiaries in any classes, reduced more than ten percent (10) of total votes at the meeting of shareholders of the subsidiary, or resulting in proportion of voting rights of the Company, directly and/or indirectly, in the meeting of shareholders of the subsidiary, in any classes, reduced less than fifty percent (50) of total votes at meetings of shareholders of the subsidiary in any transaction other than usual business of the subsidiary.
      4. Liquidation of the subsidiary: This must be the case that the calculated size of business of the subsidiary to be liquidated, compared to the size of the Company (by adopting the basis for calculation as stipulated in the Notification of the Capital Market Supervisory Board and the Stock Exchange of Thailand regarding the Acquisition or Disposition of Assets to apply by analogy), then is in the criteria to be considered for approval by the meeting of the shareholders of the Company.
      5. Any transactions other than ordinary business of the subsidiary and transactions that affect the subsidiary significantly. This shall be the case that the calculated size of the transaction, compared to size of the Company (by adopting the basis for calculation as stipulated in the Notification of the Capital Market Supervisory Board and the Stock Exchange of Thailand regarding the Acquisition or Disposition of Assets to apply by analogy), then is in the criteria to be considered for approval by the meeting of the shareholders of the Company.
      6. Amendment of regulations of the subsidiary on topics that could significantly affect the financial position and the results of operations of the subsidiary. This includes, but is not limited to the amendment of regulations of the subsidiary that affects Company’s voting rights at the meeting of the board of directors of the subsidiary and/ or the meeting of the shareholders of the subsidiary or payment of dividends of the subsidiary and so on.
  2. The Board of Directors shall make sure that the subsidiaries have internal control systems, risk management systems and anti-corruption systems, including measures to monitor the performance of subsidiaries and affiliates that are appropriate, effective and strong enough to make sure that operations of its subsidiaries and affiliates will comply with other policies of the Company and this policy, including legislation and notification on good governance of listed companies, including relevant regulations and guidelines of the Capital Market Supervisory Board, Office of SEC and SET truly, and follow up the subsidiaries and/or affiliates to disclose the connected transactions and/ or the acquisition or disposition of assets, and/or any other transactions that are significant to the Company, and various operations to conform to the rules of governance and management of the subsidiaries and as defined in the policies and regulations of the company completely and accurately.

    The auditor of the Company and its subsidiaries is EY Office Limited. For the fiscal years that ended on December 31, 2015, and December 31, 2016, the remuneration for the Corporation’s auditors (audit fees) was 1.54 million

Remuneration for Auditors

Baht and 1.83 million Baht respectively. There were no other charges (non-audit fees).

In 2017, the Annual General Meeting of Shareholders for 2017, held on April 4, 2017, made a resolution to approve the appointment of EY Office Limited to be the Company’s auditor and approved the audit fee for the year 2017 totaling 5,100,000 Baht (2,000,000 from the Company and 3,100,000 Baht from the Company’s

Compliance with Good Corporate Governance in Other Areas

-None-