Origin Property Public Company Limited operates its business adhering to the Stock Exchange of Thailand and the Securities and Exchange Commission practice guidelines which include the ASEAN Corporate Governance Scorecard Regulations (ASEAN CG Scorecard) regarding the compliance with 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, the general public, and all parties involved and it also effectively manages the business operations.
Since 2017, the Securities and Exchange Commission (SEC) has 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 corporate governance in order to yield an excellent long-term business performance that is valuable and sustainable.
Origin Property Public Company Limited has adopted such principles as additional guidelines for the Board of Directors since 2017. 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 the 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 sustainable value for the business.
The Company prepared a 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 be in line with the Company’s operations.
The details of the 2017 Corporate Governance Code Principles are as follows:
Establish Clear Leadership Roles and Responsibilities for the Board
The Board of Directors is responsible for 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 and 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 subcommittees in the 2020 Annual Report and on the website at www.origin.co.th. This includes the Executive Committee, the Audit Committee, the Risk Management Committee, and the Nomination and Remuneration Committee. In addition, the Board of Directors encouraged the Chairman of the subcommittees to disclose the number of meetings held and the number of directors that attended the 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 2020 Annual Report under the topic of Directors and Executives Remuneration. This information disclosed the number of meetings that were attended by each director at the 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 the subcommittees’ directors appear in the comparison table for the remuneration of the Board and the subcommittees between 2018, 2019, and 2020.
The Company’s Board of Directors 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. This includes 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 regarding connected transactions and transactions 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, the Notification of the Board of Governors of the Stock Exchange of Thailand on the 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 significant general 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 responsibilities of the Board of Directors 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.
The dissemination of the 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 of Directors, the managing director, and the deputy managing director. Investors can contact the Company’s Investor Relations Department by telephone at (662) 030 0000 or at www.origin.co.th.
1.1 Term of Office
The term 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 unanimously approved by the Nomination and Remuneration Committee that the nominated independent directors 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 Directors’ Meeting in order to propose them for approval at the Shareholders’ Meeting on a yearly basis, except for rights based on the Company’s regulations.
The Board of Directors appoints each subcommittee from qualified persons. Each committee must perform the duties as assigned by the Board of Directors. The subcommittee has the authority to inform the Management Team to attend meetings and clarify or prepare reports. The Board of Directors approved the charter of each subcommittee.
Currently, the Board of Directors has appointed 5 subcommittees.
- 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.
- 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 should have adequate knowledge and experience to review the reliability of the financial statements. The Audit Committee will hold the position for a term of three (3) years and may be re-elected upon retirement by rotation.
- Nomination and Remuneration Committee : The Nomination and Remuneration Committee consists mainly of independent directors. There will be at least 3 directors. The Nomination and Remuneration Committee will hold the position for a term of three (3) years and may be re-elected upon retirement by rotation.
- Risk Management Committee : The Risk Management Committee consists of at least 3 directors. The Risk Management Committee will hold a position for a term of three (3) years and may be re-elected upon retirement by rotation.
- Corporate Governance Committee : The Corporate Governance Committee consists of at least three directors. The Corporate Governance Committee will 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 of the meeting date for the chairman of the Board to sign. 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. In 2018, there were 13 meetings. In 2019, there were 11 meetings. In 2020, there were 8 meetings held and more than 90% of the total directors attended the meetings over the past year which is more than the 80% in the previous year (see the details in Meeting Attendance of the Board of Directors and Subcommittees).
Evaluation of the Performance of the Board of Directors and Subcommittees (Board and Individuals)
The Company prescribes the performance evaluation of the Board of Directors (both the Board as a whole and individuals) and sub-committees at least once a year in order to evaluate the individuals and the Board as a whole in order to jointly consider and improve their performance.
At the end of each year, the Company Secretary and the subcommittee secretaries which include 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 subcommittees. This includes the 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 it to each committee board for further acknowledgment.
Performance Evaluation Topics for the Board of Directors and Subcommittees
- 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 Subcommittee Boards for 2020.
|Board Committee||Average Score Received||Evaluation Results|
|Board of Directors||98.00||Excellent|
|Risk Management Committee||97.00||Excellent|
|Nomination and Remuneration Committee||96.00||Excellent|
|Nomination and Remuneration Committee||The first assessment was in 2021|
Performance Evaluation of the Chief Executive Officer
In 2020, the Company required the Board of Directors to evaluate the performance of the 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. This evaluation is confidential.
The overall evaluation results of Chief Executive Officer resulted with an average score of 96.00%. 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 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. In 2018, the meeting was held on November 10, 2018. In 2019, the meeting was held on August 11, 2019. In 2020, the meeting was held on November 12, 2020.
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, 2017. In 2018, the meeting was held on November 10, 2018. In 2019, the meeting was held on August 11, 2019. In 2020, the meeting was held on November 12, 2020.
1.8 Data Reporting
- The Board is responsible for providing accurate financial reports and general information to shareholders and other investors that is complete and has reasonable explanations and numbers in terms of performance policies and future prospects, as well as the success and barriers of business.
- The Board of Directors 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 disclosed the Company’s financial report in the Annual Report along with the financial 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 year is 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 any weaknesses, as well as preventing corruption or unusual operations.
- Confirm that the Company complies with the generally accepted accounting standards, and consistently uses and complies with appropriate accounting policies. Cautiously consider the reasonableness of the preparation of the Company’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. In 2018, the Company held an orientation for new directors, Mrs. Kamonwan Wipulakorn, on May 17, 2018. In 2019, the Company did not have any new directors. In 2020, Ms. Kanokpailin Wilaikaew was appointed as a new director and participated in the orientation of new directors on May 14, 2020.
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 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 2020, directors and executives attended the following seminars:
|1. Mr. Peerapong Jaroon-ek||
|2. Mrs. Arada Jaroon-ek||
|3. Mr. Somsakul Sangsuwan||
|4. Mr. Pitipong Trinurak||
|5. Mr. Siripong Srisawangeong||
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 information concerning the agenda item that the executive is 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 the meetings of the Board of Directors in order to have opportunities to know one another better, 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 to real estate. These businesses continually generate revenue under the operations 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, joint venture partners, and financial institutions. This can be seen from the Company’s vision and mission statement.
Every year, the Board of Directors reviews the Company’s vision and mission statement between October and December and also considers the annual budget in order to determine that the direction of the Company is in the same direction. From 2016-2020, the Board of Directors have maintained the original vision and mission. It has not changed. Since this is the Company’s long-term goals, the Board of Directors, the Management Team, and employees are determined to achieve the mutual goals.
Origin aims to be an integrated real estate development company with sustainable growth under the corporate governance code, deliver great products with excellent services and have a customer centric approach. Origin thinks more and offers more so that our customers have more benefits.
We are attentive to every detail of the needs of customers by creatively designing project developments and delivering products and services that achieve customer satisfaction. We emphasize personnel and organizational development in order to grow sustainably with trade partners, customers, shareholders, business partners, employees and society.
We 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.
|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. This included 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.
In 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 property development business. Therefore, in addition to personnel having skills in the field and creativity to create products or effective work processes, one must be ready to adjust to organizational changes. Thus, the Company gave 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 in accordance with good corporate governance principles.
In 2019, from the initial assumption on how to conduct business in an era of disruption, the Company approached the EMPATHY principle and conveyed this principle to employees and executives to have a better understanding even though the Company had already emphasized this principle on the project developments and products that meet customer needs. However, the empathy principle is much deeper. It is not only an understanding of customer needs but an understanding of the true identity of the customer group and then conveying it through the Company’s products and services. Over the past year, it can be seen that the Company focused on understanding the differences among customers, the differences in their lifestyle, and daily activities so that the Company’s products understand what customers want most in their lives.
In 2020, The COVID-19 pandemic affected customers’ lifestyles and daily routines. The phrase NEW NORMAL was used to describe the changing lifestyle. Therefore, the Company had to adjust and it applied this concept to develop projects, products, and services that still met the EMPATHY principle and best accommodated convenience for the NEW NORMAL lifestyle of customers.
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 placed importance on the recruitment and appointment of directors and subcommittees that were qualified and able to strengthen the Company’s long term strengths.
The Company set 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 subcommittees and focused on a wide range of skills, abilities, experiences, and capabilities that benefited the Company and determined a transparent recruitment process in order to ensure the confidence of shareholders and outsiders.
In 2019, the Nomination and Remuneration Committee defined the specific skills required for the Board of Directors and subcommittees in order to help each board determine policies and strategies to be consistent with the Company’s goals in quality and efficiency. The skills and expertise of each committee are summarized in the Board Skill Matrix as follows:
3.1 Company Directors
The Board of Directors consists of at least 5 directors. The directors must have at least three independent directors and be at least one-third of the total number of directors. The Company’s independent directors must have qualifications that meet the required standards and not have any prohibited qualities according to the defined rules of the Board of Directors and they should not have less qualifications than notified in the regulations of the Stock Exchange of Thailand and the Securities Exchange Commission. At least two-third of the total number of directors must have a Thai residence. In this regard, each director cannot be a director of more than 5 listed companies. In regards to the recruitment of directors, the Company places an emphasis on personnel that are competent, experienced, have a good record of work experience, charismatic, ethical, and be a moral visionary that has a good attitude toward the organization. They must be able to devote sufficient time to the Company’s business operations and follow the Company’s structure, Company’s factors, and the Company’s strategies, with a transparent process in order to create trust among the shareholders. Presently, there are 9 directors, 7 of which are non-executive directors, as a result, they can freely give opinions concerning the Management Team’s operations.
For the appointment of directors, the Company will consider the competence, experiences related to the business, or consider candidates from the major shareholders of the Company who are well experienced in businesses that are beneficial to the Company. The appointed person must be qualified in accordance with the Public Limited Companies ACT B.E 2535 (1992) and the laws of the Stock Exchange Market. This includes the regulations of the Securities Exchange Commission. However, the appointment of a member on the Board of Directors must be approved by the resolution of the Board of the Directors Meeting and/or the Shareholders’ Meeting (depending on the situation). The election of any directors by the Shareholders’ Meeting shall be in accordance with the following rules and procedures:
- Each shareholder shall have one vote per share.
- Each shareholder shall use all his or her votes accordingly to elect one or several people as directors. In the case that several directors are elected, the shareholders shall not divide his or her votes among the candidates.
- The person who receives the most votes in the respective order of the votes will be appointed as the director, equal to the number of votes in that election. In the event that the last people selected receive an equal number of votes, the chairman of the meeting shall cast the tie-breaking vote.
At each Annual General Meeting, one-third of the directors will need to retire from their position. If the number of directors is not divisible by three, the number of directors closest to one-third will need to retire from their position. Directors that retire from their position in the first and second year after the registration of the Company will be chosen by random draw. After that, directors who have held the position for the longest period of time will retire. Directors that retire may be re-elected by the shareholders.
Other than retiring from the position, directors will be removed from their position due to (1) Death (2) Resignation (3) Unqualified or disqualified for legal reasons (4) Shareholders who attend the meeting and have voting rights approve the removal with a majority vote greater than three quarters. Those shareholders must also combine to hold more than half the shares or (5) a court order.
The Board of Directors shall have at least 6 meetings per year with the required quorum to open the meeting. In order for a resolution on each agenda item to pass, at least two thirds of the total number of directors must be present. In addition, every director should attend at least 75% of the yearly Board Meetings.
The Skill Matrix of the Company’s Board of Directors according to the name list of the Company’s directors as of December 31, 2020.
|Specific Skills||Mr. Lucksananoi Punkrasamee||Mr. Sahas Treetipbut||Air Chief Marshal Bureerat Ratanavanich||Ms. Kanokpailin Wilaikaew||Mr. Mayta Chanchamcharat||Mr. Niwat Lamunpandh||Mr. Chinapat Visuttipat||Mr. Peerapong Jaroon-ek||Mrs. Arada Jaroon-ek||Total
|Real Estate Business Skill||-||-||-||/||/||/||-||/||-||4|
|Accounting and Finance Skill||/||/||-||/||/||-||-||-||/||5|
|International Business Skill||/||-||-||-||-||-||/||-||-||2|
|Related Real Estate Business Skill||-||-||-||/||/||/||-||/||/||5|
|Sales and Marketing Skill||/||-||-||-||/||-||-||-||/||3|
|Administration and Management Skill||/||/||/||/||/||-||-||/||/||7|
3.2 Independent Directors
The Company will select personnel for the position of independent director by considering the qualifications based on the laws of the Stock Exchange of Thailand, the Notification of the Office of the Securities Exchange Commission, the Notification of the Capital Market Supervisory Board including regulatory announcements, and/or relevant regulations. No less than one-third of all of the Company’s directors must be independent directors and no less than 3 people.
Qualifications of Independent Directors
The Board of Directors determined the qualifications of independent directors based on the related notifications of the Capital Market Supervisory Board as follows:
- Must not hold shares of more than 1% of the total voting shares of the Company, its subsidiaries, affiliated companies, major shareholders or controlling persons. This includes shares being held by people related to the director.
- Must not be a director or used to be a director who was involved with administration or was an employee, staff member, salaried advisor, or controlling person of the Company, its subsidiaries, affiliated companies, same-level subsidiaries, major shareholders, or controlling persons, unless such attributes have had a lapse of at least 2 years before being appointed. Such prohibited characteristics do not include independent directors who were government officials or advisors of government agencies who are major shareholders or controlling persons of the Company.
- Must not have blood relations or relationships by legal registration under the status of father, mother, spouse, sibling or child. This includes the spouse of children of other directors, executives, major shareholders, controlling persons, or persons who are being nominated for appointment as director, executive, or controlling person in the Company or its subsidiaries.
- They have never had or used to have a business relationship with the Company, its subsidiaries, affiliated companies, major shareholders or controlling persons that may hinder the exercise of their independent judgment. They are not or used to be a suspicious shareholder or a controlling person of the person who has business relationships with the Company, its subsidiaries, affiliated companies, major shareholders or controlling persons, unless such characteristics have had a lapse of at least two years before being appointed. The business relationship in the first sentence includes ordinary trading transactions for the purpose of business operations, rentals, renting or leasing real estate property, transactions related to assets or services, granting or receiving financial assistance by receiving or giving loans, guarantees, using assets as debt collateral, as well as other similar acts that result in the Company or parties thereof being liable to pay the other party at an amount of 3% or more of the Company’s net tangible assets or 20 million Baht or more, whichever is smaller. Therefore, the calculation of such liabilities shall be in accordance with the method of connected transaction calculations specified in the Capital Market Supervisory Board’s notifications regarding the regulation of connected transaction mutatis mutandis. However, when considering such liabilities, transactions with liabilities which occur during the one-year period prior to the date of business relationship with the same person are included.
- Must not be or used to be an auditor of the Company, its subsidiaries, affiliated companies, major shareholders, or controlling persons of the Company, and not be a suspicious shareholder, controlling person, or partner of an audit firm which has auditors that work for the Company, its subsidiaries, or affiliated companies, except in the case that such characteristics have had a lapse of at least 2 years before being appointed.
- Must not be or used to be a provider of any professional service. This includes providing legal advisory services or financial advisory services with the service fee thereof exceeding 2 million Baht per year from the Company, its subsidiaries, affiliated companies, major shareholders, controlling persons of the Company and must not be a suspicious shareholder, controlling person or partner of the provider of such professional services, except in the case that such characteristics have had a lapse of at least 2 years before being appointed.
- Must not be appointed as a representative of a director, major shareholder, or shareholder with a relationship to a major shareholder of the Company.
- Must not undertake business of the same nature or in suspicious competition with the Company or its subsidiaries, nor be a suspicious partner of a partnership or director who participates with operations, employees, staff members, salaried advisors, or holds more than 1% of the total voting shares of other companies that undertake business of the same nature and have suspicious competition with the Company and its subsidiaries.
- Must not have any characteristics that may hinder them from exercising independent judgment regarding the Company’s business operations.
- The term of office must not exceed 9 years.
The Company has 4 out of the 9 directors who are independent directors which is equivalent to the ratio 1:3.
3.3 The Audit Committee
The board of the Audit Committee must be appointed by the Board of Directors all of whom are independent company directors.
The board of the Audit Committee must be composed of at least 3 committee members and have at least 1 member who has knowledge in finance and accounting. The Board of Directors determined the qualifications of the Audit Committee as follows:
- The Audit Committee members must be appointed by the Board of Directors or at the Shareholders’ Meeting.
- All Audit Committee members must be independent company directors with the complete qualifications based on the Notifications of the Office of Securities and Exchange Commission (SEC).
- Must not be a director who was assigned by the Board of Directors to make decisions regarding the operations of the Company and its subsidiaries, same-level companies, major shareholders, or controlling persons of the Company.
- Must not be a director of the Company and its subsidiaries or same level companies, only for companies with business registration.
- They must have the same responsibilities as set out in the notifications of the Stock Exchange of Thailand regarding qualifications and the scope of duties for the Audit Committee.
- They must have knowledge and sufficient experience to perform the duties of the Audit Committee. Therefore, there must be at least one member of the Audit Committee who has knowledge and sufficient experience to perform the duty of reviewing the reliability of the Company’s Financial Statements.
- The Board of Directors shall appoint the chairman of the Audit Committee or all of the appointed Audit Committee members shall elect one person to be the chairman of the Audit Committee.
- Any person who was appointed by the Audit Committee shall perform duties as secretary for the Audit Committee.
Moreover, when considering the Audit Committee’s Skill Matrix based on the name list of the Audit Committee as of December 31, 2020. The results are as follows:
|Specific Skills||Mr. Sahas Treetipbut||Air Chief Marshal Bureerat Ratanavanich||Mr. Chinapat Visuttipat||Total
|Real Estate Business Skill||-||-||-||0|
|Accounting and Finance Skill||/||-||-||1|
|International Business Skill||-||-||/||1|
|Related Real Estate Business Skill||-||-||-||0|
|Sales and Marketing Skill||-||-||-||0|
|Administration and Management Skill||/||/||-||2|
3.4 Nomination and Remuneration Committee
The Board of Directors’ Meeting No. 2/2015 that was held on February 28, 2015 approved the appointment of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee must consist of a director who has suitable qualifications to set policies in regards to the recruitment of personnel to be directors or senior executives. The Nomination and Remuneration Committee must first consider personnel who have suitable qualifications before presenting the names of the nominees for the approval of Directors or the Shareholders’ Meeting to appoint. Moreover, the Nomination and Remuneration Committee has a significant role in determining remuneration regulations for directors and senior executives so that it is appropriate and reflects the directors and executive director’s performance in achieving the goals.
Moreover, when considering the Nomination and Remuneration Committee’s Skill Matrix based on the name list of the Nomination and Remuneration Committee as of December 31, 2020. The results are as follows:
|Specific Skills||Mr. Lucksananoi Punkrasamee||Mr. Sahas Treetipbut||Air Chief Marshal Bureerat Ratanavanich||Mr. Pirapong Jaroon-ek||Mrs. Arada Jaroon-ek||Total
|Real Estate Business Skill||-||-||-||/||-||1|
|Accounting and Finance Skill||/||/||-||-||/||3|
|International Business Skill||/||-||-||-||-||1|
|Related Real Estate Business Skill||-||-||-||/||/||2|
|Sales and Marketing Skill||/||-||-||-||/||2|
|Administration and Management Skill||/||/||/||/||/||5|
3.5 Executive Directors
The Executive Committee must be appointed by the Board of Directors. Therefore, executive directors perform the duty of managing the operations of the Company to be in accordance with the policies, regulations, and related laws and to always consider different matters before proposing them to the Board of Directors. The executive directors must monitor the operations and management guidelines of the Company so that they are effective. The Executive Committee must be composed of at least three directors. Therefore, the quorum of the Executive Committee is composed of chief executives from different departments and expert directors from outside the Company.
Moreover, when considering the Executive Committee’s Skill Matrix based on the name list of the Executive Committee as of December 31, 2020. The results are as follows:
|Specific Skills||Mr. Niwat Lamunpandh||Mr. Pirapong Jaroon-ek||Mrs. Arada Jaroon-ek||Mr. Pitipong Trinurak||Mr. Surin Sahachatpocanun||Mr. Somsakul Sangsuwan||Ms. Kanokpailin Wilaikaew||Total
|Real Estate Business Skill||/||/||-||/||/||-||-||4|
|Accounting and Finance Skill||-||-||/||-||-||-||/||2|
|Product Design Skill||-||-||-||-||-||/||-||1|
|International Business Skill||-||-||-||-||-||-||-||0|
|Related Real Estate Business Skill||/||/||/||/||-||/||-||5|
|Sales and Marketing Skill||-||-||/||/||-||/||-||3|
|Administration and Management Skill||-||/||/||/||/||-||/||5|
3.6 Risk Management Committee
The resolution of the Board of Directors at Meeting No. 10/2015, held on November 10, 2015, passed a resolution to appoint the Risk Management Committee. The Risk Management Committee must be composed of directors who have suitable qualifications to determine risk management policy. The Risk Management Committee must be composed of at least three company directors and at least one member of the Risk Management Committee must be an independent director. The Risk Management Committee is appointed by the Board of Directors.
Moreover, when considering the Risk Management Committee’s Skill Matrix based on the name list of the Risk Management Committee as of December 31, 2020. The results are as follows:
|Specific Skills||Mr. Sahas Treetipbut||Mr. Mayta Chanchamcharat||Mrs. Arada Jaroon-ek||Mr. Kriengkrai Kreebongkan||Mr. Surin Sahachatpocanun||Total
|Real Estate Business Skill||-||/||-||/||/||3|
|Accounting and Finance Skill||/||/||/||-||-||3|
|International Business Skill||-||-||-||-||-||0|
|Related Real Estate Business Skill||-||/||/||-||/||3|
|Sales and Marketing Skill||-||/||/||-||-||2|
|Administration and Management Skill||/||/||/||/||/||5|
Ensure an Effective CEO and People Management
Apart from the emphasis on the 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 qualification criteria to recruit and appoint senior executives of the Company. This included 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 is managerial competency which includes leadership skills, strategic management skills, project management skills, risk management skills, and business management skills. The second part is functional competency which refers to the knowledge, skills, and characteristics 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 evaluated the performance of senior executives. The remuneration for executives included monetary remuneration such as salary, short-term bonuses, warrants to purchase the Company’s ordinary shares, which were issued to directors, executives and employees (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 is evaluated against the set criteria in order to achieve the results that match theperformance and are 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 areas where 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, and creditors which includes 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. The Company does not use its own discretion or personal relationships to judge and provides equal opportunities, without discriminating against race, nationality, religion, or gender. The Company recognizes its responsibility toward society and the community. The Company considers that its main mission is 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 so that it grows in order to compete in the long run and share profits with shareholders appropriately. The Company also presents information to the shareholders that is accurate, complete, transparent, timely and equitable.
- 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 operational results. 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 and employee welfare and supervises safety and hygiene in the workplace. This is 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 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.
- Promote employee advancement by defining a clear direction for employee development and caring for all employees at every level in order for employees to be systematically and continuously trained in accordance with the defined direction as well as being able to effectively work in the current position and being ready to take on more responsibilities in the future.
- Manage remuneration, salary, and welfare so that it is fair and equal with other leading companies. Always makes appropriate improvements related to the current situations. Uses a merit system to promote and increase salaries based on the competence, performance and potential of each employee.
- Promote teamwork and 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 disabilities 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 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, and 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, and continually training employees, whether inside or outside the organization. This includes giving knowledge in regards to increasing the potential of employees, legal knowledge that is relevant to the business operations, and developing the employee’s personality or welfare which includes sending employees to be trained with other agencies outside the Company in order to increase work performance by using the acquired knowledge in their work as a team and maintains good relationships between employees, supervisors, and 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 2019 1,243 6,901.0 hours 5.55 hours per person 2020 1,345 772.0 hours 1.74 hours per person*
The Company decided 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 the employees, increase work effectiveness, and reduce communication problems between the Company’s departments (additional details are under Corporate Social Responsibility Topic).
The Company established fair remuneration for its employees and employees received proper remuneration 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. The Company gives 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 sets clear goals for employees by using the KPI index indicator to calculate bonuses each year. The Company also provides social welfare to its employees, organizes activities for employees such as a New Year’s Party, and randomly selects special prizes for many employees. A mid-year party was also held to give rewards to employees and create good relationships within the Company (additional details are under Corporate Social Responsibility topic).
(4) Healthcare and Safe Working Conditions
The Company organized working systems that focus on proper safety and hygiene in the workplace which was defined in the 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 fires and disease. The Company provides health welfare (additional details can be found in Corporate Social Responsibility)
- 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. The Company takes 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 is committed to research and development in order to create innovative condominiums, unique designs and the best functional unit plan designs. The Company organized a telephone call center, 02-030-0000, as a channel to answer any questions or complaints so that customers can 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 and adhering to any laws and good corporate governance principles (CG). The Company prepared standard operational procedures (SOP) in the procurement of designers, contractors, and project consultants in order to give bidding opportunities in accordance with the procedures and appropriately select suitable trade partners in accordance with the Company’s Code of Business Conduct.
- Competitors: The Company adheres to complying with the rules of good competition guidelines and does not use dishonest methods to destroy competitors. Competition is done fairly.
- Creditors: The Company complies with contract agreements and related laws to repay debts to creditors that provided loans to the Company.
- Society: The Company focuses on social responsibility toward 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 any human rights violations or the abuse of intellectual property, however, the Company 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 are under Corporate Social Responsibility topic).
Strengthen Effective Risk Management and Internal Control
The Company assures investors that it will reveal 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 the Form of Annual Information Filing (56-1 Form) and the Annual Report (56-2 Form). Most information is published on the website of the Stock Exchange of Thailand, the 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 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, is independent, and consistently selects and complies with the appropriate accounting policies. They also prepare the Company’s Consolidated Financial Statement accurately, completely and truthfully by disclosing information adequately, completely, validly, and reliably.
The Board of Directors oversees the Company so that it has an internal audit unit which is responsible for the periodical audit of all the Company’s units in order to provide information records that are accurate, complete, and meet the operational standards and policies set by the Company in good faith and do not violate any relevant laws. The assessment results of the internal audit must be reported to the Board of Directors and the Audit Committee for acknowledgement and a 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 ensure that 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 presented 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 of the Company and covered the risk associated with the vision, goals, business strategy, finance, manufacturing, and other aspects of performance, as well as considered the likelihood and severity of risk, defined measures to remedy and clear the person in charge, and defined measures to report and monitor 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 Internal Controls
The Company’s Board of Directors provided the Company with an internal control system that covers 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 take care of the investments of 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 so that it was in compliance with the relevant rules and regulations. The internal audit unit is directly under the Audit Committee.
The Company employed I.A.P. International Audit 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 the trading of shares and the holding of securities of the Company at all times.
- The Company established a policy for directors to report stakeholding to the Audit Committee.
- The Company established a policy that significant connected transactions must be approved by the Audit Committee.
Over the past years, the Board of Directors of the Company considered policies related to financial reporting of the directors in accordance with the good governance principles in order to review or revise the regulations such as notifying securities trading in advance and acknowledging securities trading suspensions.
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 the Company’s 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:
- Provide advice and support the tasks of the Board of Directors related to laws and regulations.
- 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.
- Be responsible for the preparation and storage of important documents.
- Regulate the Company, the Board of Directors and the Management Team to comply with related laws and regulations.
- Communicate with shareholders and take care of shareholders appropriately.
- Communicate with the relevant regulatory authorities.
7.2 Investor Relations
The Company provides investor relations to be responsible for providing and disseminating information on the movement of the Company for the benefit of all those involved. This includes employees, shareholders, customers, trade partners, 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 accordance with the following principles:
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 that shareholders equally received 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 agenda items, the right to nominate directors, the right to vote for directors or remove an individual director. Each individual shareholder also has the right to cast a vote in order to appoint auditors, nominate the auditor’s remuneration, and the right to vote on the activities of the Company. Shareholders also have the right to receive profits and dividends equally, the right to share opinions, the right to make inquiries in the Shareholders’ Meeting, the right to receive enough mass publications in a timely and equitable manner. The Company facilitates convenience towards shareholders so they are 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
- In regards to organizing the Ordinary and the Extraordinary Shareholders’ Meeting, the Company will appoint an appropriate date, time and place for the meeting that is 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 shareholders to attend the meeting.
In 2020, the Company had 1 Shareholders’ Meeting at the Exhibition Center and BITEC Meeting No. 88, Bangna-Trad Road (km 1), Bangna District, Bangkok, 10260. Shareholders were able to travel to the meeting 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 every meeting invitation letter to the shareholders.
- The Company shall deliver a notice of meeting with sufficient information regarding the meeting agenda. 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 Shareholders’ Meeting. The Company shall send a 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, notifications, 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 letters and information on the meeting’s agenda in Thai and English on the Company’s website at least 30 days prior to 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 cards, passports, and government official identification cards for individuals. In regards to shareholders that are jurisdiction persons, they must provide a certificate of registration from that company and a copy of the ID card of the 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 boards attend the meeting. The chairman of the Board of Directors performed the duty of meeting chairman. Other high ranked executive directors, outsourced 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 or any vote is cast, shareholders will be informed about the number and the percentage of shareholders that have attended the meeting, both shareholders and proxies, for the acknowledgement of the quorum as required by the law. An MC shall explain the meeting procedure and vote casting which includes counting votes for each agenda item. The meeting will consider and cast votes according to the order of the meeting’s agenda 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 make recommendations. Any relevant directors and executives shall attend the meeting to answer questions as well. In 2020, the Company did not add any other agenda items other than the agenda items listed on the meeting invitation letter which was sent for the consideration of all shareholders prior to the meeting.
In regards to counting votes, the Company uses the Barcode method for casting and counting votes. Prior to the meeting, an MC requested that a shareholder representative have the responsibility to count votes and review 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 was made known prior to the meeting and the chairman of the meeting gave the shareholders equal opportunity to make any inquiries prior to casting votes and the results of counting votes were disclosed. This included 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 shareholders via the Company’s website. News and details were publicized on the Company’s website, especially the invitation letter to the Shareholders’ Meeting which was published before the meeting so that the shareholders could easily download the complete agenda.
- 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.
- After the meeting adjourns, 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 attend the meeting 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 shareholders to receive dividends on time and prevents issues of damage, loss, or delay in the deliveries to 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 shareholders.
8.3 Responsibility to the Shareholders
The Board of Directors is responsible for overseeing executives and employees in order to ensure 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 made fairly and takes 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. This includes the election of directors, the remuneration of directors, appropriation of profit and dividends which includes the appointment and remuneration of the auditor at the Shareholders’ Meeting, provided that the Company discloses correct information according to the facts that can be verified, and set the 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 announcement of the Stock Exchange of Thailand and the Company’s website www.orgin.co.th. A complete meeting report of the meeting details shall be prepared accurately and completely so that shareholders are able to verify and correct it within 30 days from the day that the Company disseminated the meeting reports for shareholders to acknowledge.