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:
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 disclosed 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 2018 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 subcommittee meetings. The details are shown in the table of attendance of the board and subcommittee meetings. The remuneration of the Board of Directors and subcommittees directors appear in the comparison table for the remuneration of the board and subcommittees between 2016, 2017 and 2018.
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 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 butno 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 theposition 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 otherbenefits 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 ofShareholders on a yearly basis except for rights based on the Company's regulations.
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 informthe 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.
- 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 positionsare considered to be the Company's Executive Directors.
- Chief Executive Officer
- Chief Operating Officer
- Chief Financial Officer
- Chief Business Development Officer
- Assistant Managing Director, Product Design and Development
- 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 thefinancial statements. The Audit Committee shall hold the position for a term of three (3) years and may be re-elected upon retirement of rotation.
- Nomination and Remuneration Committee : The Nomination and Remuneration Committee consists mainly of independent directors. There shall be at least 3 directors. The Nominationand Remuneration Committee shall hold the position for a term of three (3) years and may be re-elected upon retirement of rotation.
- 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) yearsand 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 areable 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 themeeting. 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 ofmeetings 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 inadvance. 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 tofreely 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 meetingdate 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 schedules more than 6 meetings per year. In 2016, there were 12 meetings held. In 2017, there were 14 meetings held. In 2018, there were 13 meetings held and more than 80% of the totaldirectors 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 inorder 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 ManagementCommittee 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 annualevaluation. The evaluation form will be sent back to the Secretary of each committee board to summarize the evaluation results and report to each committee board for further acknowledgment.
Performance Evaluation Topics for the Board of Directors and Sub-Committees
- Structure and Qualifications of the Board
- Roles, Duties and Responsibilities of the Board
- Board Meetings
- Duties of Directors (at Board Meetings)
- Relationship with the Management Team
- 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|
The overall evaluation results of the Board of Directors and the Sub-Committee Board for the year 2018.
|Board Committee||Average Score Received||Evaluation Results|
|Board of Directors||94.00||Excellent|
|Risk Management Committee||96.00||Excellent|
|Nomination and Remuneration Committee||94.00||Excellent|
Performance Evaluation of the Chief Executive Officer
In the year 2018, 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 andimprove. 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 94.00%. The evaluation results are at a level of excellence.
Performance Evaluation Topics for Chief Executive Officer
- Strategic Planning
- Follow Through of Strategic Planning
- Planning and Financial Performance
- Relationships with Directors
- Relationships with Outsiders
- Management and Relationships with Personnel
- Knowledge of Products and Services.
- 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 themanagement 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 wereheld on August 11 and August 26, 2017. In 2018, the meeting was held on November 10, 2018.
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 orderto 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, 2017. In 2018, the meeting was held onNovember 10, 2018.
1.8 Data Reporting
- The Board is responsible for financial reporting and general information to shareholders and other investors accurately, completely with reasonable explanations and numbers in terms ofperformance policies, future prospects as well as the success and barriers of business.
- The Board understands and supports the compliance with the professional practice standards of the auditor.
- The Board of Directors prepared The Board of Directors Responsibilities for the Financial Reporting Report and disclose the Company's financial report in the annual report along with thefinancial statements and the auditor's report which covers the following aspects:
- 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 yearis valid and reasonable.
- 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 anyweaknesses as well as preventing corruption or unusual operations.
- Give confirmation that the Company complies with the generally accepted accounting standards, and consistently uses and complies with appropriate accounting policies. Consider thereasonableness 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 whoare 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 theirduties. 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. In 2018, the Company held an orientation to new director, Mrs. Kamonwan Wipulakorn, on May 17, 2018.
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 variousBoard 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 thisknowledge and experience to benefit the Company's development. In 2017, directors and executives attended the following seminars:
|1. Mr. Niwat Lamunpandh||
|2. Mr. Peerapong Jaroon-ek||
|3. Ms. Kanokpailin Wilaikaew||
|4. Mr. Somsakul Sangsuwan||
|5. Mr. Pitipong Trinurak||
|6. Mrs. Kriengkrai Kreebongkan||
|7. Ms. Jarunee Kusanit||
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 itemthe 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 provideuseful 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 oneanother better, and to exchange ideas regarding operations, and inquire or implement recommendations received from specialized directors in management as well.
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 toreal 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 jointventured partners and financial institutions. This can be seen from the Company's vision and mission 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 servicebased on the customers' needs. We will think more and give more so that our customers will receive more.
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 customersatisfaction. 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 asenhancing corporate value to employees.
|O||Optimize||Greatly Increase Performance|
|R||Responsive||Ready to Respond|
|I||Innovation||Find Value in Doing New Things|
|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 evenservice training for the Sales Department, Homecare Department and other units in order to develop a better personality and understanding of the service business.
For the year 2018, the Company focused on the value of innovation, creating new innovations in the Company's products in order to achieve the Company's goals to grow in a more diversified propertydevelopment business. Therefore, in addition to personnel having skills in the field, creativity to create products or effective work processes, one must be ready to adjust to organizational changes.Therefore, the Company gives priority to work processes, ways of thinking, and creativity in work. However, under every step of the business operation, personnel shall operate with honesty and inaccordance with good corporate governance principles.
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.
- 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 itsvicinities, 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 ofBangna-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 ofthe 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 highlysupported 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, housingestates, 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, PuChao Saming Phrai Industrial Estate and Map Ta Phut Industrial Estate.
For residential housing projects in which the Company started developing the first project in the fourth quarter of 2017, the Company still focuses on developing projects in the Bangkok area, theeastern perimeter, and along the Kanchanaphisek ring roads and Bangna-Trat Road because these areas that have the highest growth for the past 2-3 years, especially consumers' demand, the high growthin prices and sales volume. This is due to the convenience of transportation routes that expand both roads and new BTS lines including Suvarnabhumi Airport. There are also many extended projects byprivate sector whether it is large department stores or industrial resources. It is also a linking area between the Bangkok Metropolitan Area and the Eastern Economic Corridor Development Area (EEC. However, the Company plans to expand the residential housing projects to other potential areas in both the Bangkok Metropolis and the EEC.
As of December 31, 2018, the Company has 7 projects in the location of the Eastern Economic Corridor Development Area (EEC) which is comprised of 4 condominium projects worth 4,896.9 million Baht 2 hotel projects and 1 shopping center.
- 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. TheCompany 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, itcan 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. Theutility room is versatile, it can be adjusted into an office or a small bedroom. New product developments under the concept "SPACE", in the KnightsBridge Space Rama 9, KnightsBridge SpaceRatchayothin and KnightsBridge Collage Sukhumvit 107, have a high ceiling design of 4.2 meters that offers more space with a Customer-Centric Design. In addition, the Company has added new ideas tocreate outstanding projects, such as the KnightsBridge Kaset Society project. The Company designed a common area to be a limitless facility which is a mezzanine that connect 3 buildings together forthe convenience of the residents and promotes the outstanding image of a residence that is superior to general projects. The PARK ORIGIN PHAYATHAI project is another project that combines a projectdesign with the lifestyle of customers who live and work in the city but desire nature, adventure, or tourism. Thus, the design concept brings activities to residents such as running and climbing,all integrated with architectural design. Therefore, this resulted in a perfect design that has a continuity, with vertical green space from the 1st floor to the rooftop. This resulted in a uniquebuilding and facility style which made the PARK ORIGIN PHAYATHAI project receive the THAILAND PROPERTY AWARD for the category of ARCHITECTURE, LANDSCAPE and the category SMART HOME, etc.
- 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 thedevelopment 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 provincesand 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 forthe 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 thelong run.
As of December 31, 2018, the Company started the hotel projects development such as Holiday Inn and Suites Sriracha-Laem Chabang, Staybridge Suites Bangkok Thonglor, Staybridge Suites Chonburi -Sriracha, One Sukhumvit 24 Project, One Promphong Project, One Phayathai Project and One Sukhumvit 59 Project.
- 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 theCompany'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 Companyrecognizes the revenue recognition and faster profit gain, etc.
- 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 oflarge 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 servicerevenue 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 servicebusinesses.
As of December 31, 2018, the Company has a joint venture with Nomura Real Estate Development Company Limited, a leading real estate development company in Japan with a history of success andbusiness experience of more than 60 years in Asia and many countries around the world, in order to develop 6 condominium projects with a total value of 23,700.0 million Baht and 2 hotel projectsthrough 9 companies **
** Details of the Company's subsidiaries is in the Company's nature of business.
2.2 Marketing Strategies
- Project Location
The Company places great importance on the location of projects as a top priority for every project development of the Company because the location of the project is considered the most importantfactor of the real estate business, especially condominium projects. The location of projects must be close to major transportation and convenient. The Company selects project locations near themass transit system in the area outside Bangkok and its vicinity. This is the main factor that consumers consider when deciding to purchase housing in this modern day. As a result, our projectlocation is a high growth for residential demand. However, in addition to the area of Samut Prakan Province, the Company's initial location, the Company has expanded project developments to newpotential areas such as the locations of the Green Line BTS extension, Morchit - Saphan Mai - Khu Khot location, Purple Line BTS, central locations, Sathorn-Narathiwat, Charoenkrung, Phayathai,Thonglor location, Orange Line, Cultural Center - Ramkhamhaeng - Min Buri.
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 ahigh-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 thecounty 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 especially the EasternEconomic 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.
- Unique Design Projects Under Various Project Names
The Company places great importance on project design. Each project has a unique design and character. The Company also emphasizes the uniqueness of each project that attracts customers byintending to provide new experiences and new perspectives for customers by integrating the customers' lifestyle and nature with the context of various city locations such as the PARK ORIGIN THONGLORproject which uses the idea of returning green space back to the city. This allows customers to be closer to nature by creating a building plan to have more than 2 rai of green space in the heart ofThonglor while facilities within the project were prepared to add more color of a night life. The PARK ORIGIN PHAYATHAI project is another project that combine a project design with the lifestyle ofcustomers who live and work in the city but desire nature, adventure, or tourism. Thus, the design concept brings activities to residents such as running and climbing, all integrated witharchitectural design. Therefore, this resulted in a perfect design that has continuity with vertical green space from the 1st floor to the rooftop. This resulted in a unique building and facilitystyle which made the PARK ORIGIN PHAYATHAI project receive the THAILAND PROPERTY AWARD for the category of ARCHITECTURE, LANDSCAPE and the category SMART HOME also.
- Unit Plan Innovation for the Maximum Utilization of Space
The Company takes into account the utilization of maximum living space in each condominium project. The Company's design team developed and designed condominium units to be able to maximize theuse of the condominium area, meet the needs of the market and customers even more. The Company creates different designs that are suitable for the context of each area, adapt new innovations andtechnologies in housing to be used appropriately by considering user experiences in regards to function, design and lifestyle. This makes the utility areas in the condominium unit and common areawithin the project to be worthwhile. The concept of LUXEMORE is used for the interior of condominium units which is a concept that developed the pattern and function of various furniture incondominium units for maximum benefit. This is done by analyzing the daily behavior of customers which is a concept and innovation that Nomura Real Estate Development Company Limited (JV Partner)uses for project developments, as well as using furniture that is easy to use and has complete functions. For example - a kitchen set with a hanging cabinet has tissue paper storage and iPad standso that customers can practice cooking or watching various items while cooking. Lockers/shoe storage cabinets are designed for storing shoes and be a stool to sit on while putting shoes on or can beused as a base for customers to stand on while reaching items on the shelves more conveniently. Other than condominium furniture details in condominium units, the space and functions are ideas thatthe Company continuously invents and develops all the time so customers feel they are getting the best value for their money, increases living space in the high space, and makes small areasfunctional in order to store things which was developed into a DUO SPACE design. ONE BED PLUS is multipurpose room that can be a small bedroom or a 30-33 square meters office space or even a roomwith 3-meter-high ceilings can have additional utility space by further developing the DUO SPACE concept. For example, a 28 square meter room at the PARK ORIGIN PHAYATHAI project has the layout ofONE BED PLUS and DUO SPACE. A unique room of the Company has become the residential condominiums prototype in the real estate industry in project developments.
- 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 estateindustry 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 estatemarket 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. Thiscustomer 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 aggressivemarketing 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 tobe 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 inorder to accommodate foreign customers who are interested in real estate development. The Company regularly provides training language courses in Japanese, Chinese and English for the Company'ssales and marketing teams.
- 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 whoexplains 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 theproject'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 servicerisk 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'sstrengths and this increases the success rate and effectively closes sales with customers.
- 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 theunit 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 makeeffective 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 mortgageloan with financial institutions, checking condominium units, transferring ownership until after sales services that include condominium decoration consultancy services, coordinating and providinginterior 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 currentcustomers to be able to make a deposit to purchase a project that will be developing before the official launch in order to build good, long-term relationships , many people will become ourcustomers 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 tenantsservices 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 ofmid-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 foundthat many customers were greatly satisfied and the project was well received.
- 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 feasibilitystudy 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, andview 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 proportionis 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 forthe 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 levelas set out in policies.
- 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 tocustomers 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 closelymonitor 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 toeffectively manage its finances, construction costs and create excellent customer satisfaction.
- 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 itsvicinities 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 themodern 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 worthpurchasing 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 andthe 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 estatebusiness. 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 includearchitectural 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 variouscourses 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 totake 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 theCompany 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 andinterior 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 changefactors 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. TheCompany's product design and development department is responsible for developing product types in order to have projects that respond to the needs of consumers as much as possible. This is to createan 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 consumerbehavior. Satisfaction surveys and customers' needs after purchasing condominium units were collected from various departments such as the sales and marketing department, project development andcustomer 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, furnitureplacement, utilization of living space or facilitating convenience in various aspects that are suitable to the desires and the modern lifestyles of target groups.
In the year 2018, the Company organized an internal project that allows employees to participate in presenting their project designs for projects of the Company. The work is reflected under theutility space design of the Park Origin Thonglor project. This shows that beside the focus on product development, the Company is also open to ideas from internal personnel in order to provideproducts that best meet customer lifestyles.
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 ofconsumers as well as the sustainable 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 thereal 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 operationalgoals.
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 evenmore. 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 Instituteof 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 2018, 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 andstrategies 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 (additional details are on theManagement Structure topic).
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 recruitingqualified 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 theCompany. 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, riskmanagement 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 itsset 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 monetaryremuneration such as salary, short-term bonuses 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 thatmatch the performance and be consistent with the Company's goals.
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 relevantlaws 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 equalopportunities 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 mainmission 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.
- 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, aswell as presenting information to the shareholders accurately, completely, transparently, timely and equitably.
- Employees : The Company shall treat all employees equally and fairly, using the KPI to assess performance and a 360-degree evaluation for a true reflection on the operationalresults. The results of this assessment will be used to plan training, support further education of employees and consider fair remuneration. The Company also established a provident fund andemployee welfare and supervises safety and hygiene in the workplace as follows:
- 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 comefrom 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 andappropriateness of each department in order to maximize human resources.
- 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 continuouslytrained 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.
- 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 beused for promoting and increasing salaries based on the competence, performance and potential of each employee.
- 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'sperformance 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 disabilityshall 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 selecting anyone from outside the Company unless no one from inside the Company is suitable for the job.The Company shall select and fill positions by recruiting and selecting people who are knowledgeable, competent, have a good attitude, able to work well with the Company based on the necessity andappropriateness 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 abilityby organizing employee training, by having beneficiaries support further education, providing equal opportunities for employees, training employee continuously inside or outside the organizationsuch as giving knowledge in regards to increase the employee's potential, legal knowledge that is relevant to business operations. Develop the employee's personality or welfare including sendingemployees 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 towork 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 2018 949 12,480.0 hours 13.2 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 andpromote good relationships among employees, increase work effectiveness, and reduce communication problems between the Company's departments. (Additional details can be found in Corporate SocialResponsibility).
The Company established fair remuneration for its employees and the employees received proper remuneration based on their potential, position and responsibilities. The Company has a policy toincrease 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 Companyalso 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 heldto 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. Employeesshall 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 anddisease. The Company provides health welfare. (Additional details can be found in Corporate Social Responsibility Section 2 clause 10.)
- Customers : The Company pays attention to and is responsible to its customers. The Company serves the customers courteously and enthusiastically, ready to serve and welcomecustomers 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 oncustomer 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 qualityhouses 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 condominiumsunique 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 forcustomers to contact the Company directly.
- 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 andadhering 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 inorder to give bidding opportunities in accordance with procedures and appropriately select suitable trade partners in accordance with the Company's code of business conduct.
- Competitors : The Company adheres to comply with the rules of good competition guidelines and does not use dishonest methods to destroy competitors. Competition is donefairly.
- Creditors : The Company complies with contract 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 theright 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 abuseof 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 theworkplace 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 variouschannels:
|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 orderto 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: email@example.com. In this, the Company defined policies or guidelines to protect whistle-blowers as well as whistleblowing data protectionconfidentiality 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 informationaccurately and quickly, including the investor relations responsible for such matters as well
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 torequirements 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 theCompany'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 bymonitoring 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 andaudited by a certified auditor whose qualities are in accordance with the set requirements of regulatory agencies, being independent, and consistently selecting and complying with appropriateaccounting 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 areaccurate, 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 of the internal audit must bereported 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 committeereviewed 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 thedisclosure 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 ofinterest, 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 riskmanagement 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 asconsidered 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 tothe 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 preventiveguidelines.
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 amechanism 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 authorityand 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 ofthe 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
- The Company established a policy for directors to disclose trading of shares and holding of securities of the Company at all time.
- The Company established a policy for directors to report stakeholding to the Audit Committee.
- The Company established a policy that significant connected transactions must get approval by the Audit Committee.
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 beconducted 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 the management team to comply with related laws and regulations.
- To communicate with shareholders and take care of shareholders appropriately.
- 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, includingemployees, shareholders, customers, trade partner, creditors and analysts equally, fairly and thoroughly via diverse communication activities.
Contact Information for Investor Relations
Ms. Thitima Kuljittiamorn
Origins Property (Public) Company Limited
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 accordancewith 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 otherrelevant laws. The fundamental rights that shareholders received equally consisted of the right to attend the shareholders' meeting, the right to assign a proxy to come to the meeting and cast a voteon 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 hasthe 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 anddividends 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 shallfacilitate 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 theCompany 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 inorder to protect the shareholder's right by the board of directors.
8.2 Meeting of Shareholders
- 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 allshareholders. 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 submitregistration 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 themeeting.
In 2018, the Company had 2 Shareholders' Meetings at the Exhibition Center and BITEC Meeting No. 88, Bangna-Trad Road (km 1), Bangna District, Bangkok, 10260. Shareholders were able totravel to the Meetings conveniently due to the public transportation system Srirat Expressway and Bangna Expressway respectively. The Company also attached a map of the Meeting's location in theMeeting invitation letter to the shareholders every time.
- 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 Directorson 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 themeeting'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, theCompany 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. Theproxy 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 themeeting'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 legalconsultant representatives to review the accuracy of the proxy letter and any attached documents such as identification card, passport, government official identification card for individuals. Inregards 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.
- 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.
- 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. Otherhigh 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.
- 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, bothshareholders 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 haveequal 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 meetingas well. In 2018, 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 themeeting.
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 ofcounting 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 ismade 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 countingincluding the number in agreement, disagreement, and abstention on each agenda item and recorded it in the meeting report.
- 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 tothe shareholders' meeting which is publicized before the meeting so that the shareholders can easily download complete agendas conveniently.
- 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 canreview 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 daysof 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.
- 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. Thiswill be done via the stock Exchange of Thailand's newsfeed and the Company's website www.origin.co.th so that shareholders who attended themeeting and shareholders who were unable to attend the meeting can acknowledge the meeting resolutions immediately and equally.
- 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 thedividends 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 theshareholders.
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. Thatway 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 andremuneration 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 correctinformation 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 policyon 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 ofThailand 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 toverify 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 toestablish 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 affiliatesto 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 requiresapproval 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 ofthe 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/orshareholders 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 beingapproved 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 mutatismutandis (as far as it does not contradict or be inconsistent with) completely and accurately.
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):
- Subjects that need to be approved by the board of directors of the Company:
- 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. Thedirectors 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 togeneral 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 bestbenefit 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 aperson 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 lackcreditability as announced by the Securities and Exchange Commission with respect to Definition of Lack of Creditability of Directors and Executives of the Company.
- To approve annual dividends and interim dividends (if any) of the subsidiaries.
- To amend regulations of the subsidiaries, except for amendments in a significant matter as clause (2) (f).
- To consider and approve the annual budget of the subsidiaries.
The items from (e) to (m) are the items considered significant. And if there is any transaction, it will make a significantimpact 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 thetransactions 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 Boardand 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 beconsidered for approval by the board of directors. The cases are as follows:
- 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 thesubsidiary.
- Transfer or relinquish benefits, as well as waiving a claim to those who cause damage to subsidiary.
- Sale or transfer of all or major parts of the business of the subsidiary to another person.
- Purchase or acquisition of business of other companies to the subsidiary
- 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 ofthe subsidiary or merger of the subsidiary to someone else.
- Leasing or letting out all or significant parts of the business or assets of the subsidiary.
- 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 usualbusiness of the subsidiary.
- Liquidation of the subsidiary.
- Any other transaction than ordinary business transaction of the subsidiary and affecting the subsidiary significantly.
- Subjects to be approved by the general meeting of shareholders of the Company:
- 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 relatednotification of the Capital Market Supervisory Board and the Stock Exchange of Thailand to apply by analogy), then is in the criteria to be considered for approval by the meeting of shareholders ofthe Company.
- 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 willresult 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 atthe 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 lessthan fifty percent (50) of total votes at the meeting of shareholders of such subsidiary.
- 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 tenpercent (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 shareholdersof 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.
- 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 forcalculation 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), thenis in the criteria to be considered for approval by the meeting of the shareholders of the Company.
- 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 theAcquisition 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.
- 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 tothe 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 thesubsidiary or payment of dividends of the subsidiary and so on.
- Subjects that need to be approved by the board of directors of the Company:
- 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 ofsubsidiaries 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 thispolicy, 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.
Remuneration for Auditors
The auditor of the Company and its subsidiaries is EY Office Company Limited. For the fiscal years that ended on December 31, 2016, and December 31, 2017, the remuneration for the Corporation'sauditors (audit fees) was 1.83 million Baht and 2.00 million Baht respectively. There were no other charges (non-audit fees).
In 2018, the Annual General Meeting of Shareholders for 2018, held on April 26, 2018, made a resolution to approve the appointment of EY Office Company Limited to be the Company's auditor and approvedthe audit fee for the year 2018 totaling 2,300,000 Baht.
Compliance with Good Corporate Governance in Other Areas