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Good Corporate Governance
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To read The "Good Corporate Governance" is available for download from the link below.
Corporate Governance
Good Corporate Governance Code
This Code of Good Corporate Governance ("the Good CG Code”) refers to the Corporate Governance Guidelines to create a sustainable business value, in addition to building trust with all stakeholders and investors. The Board of Directors aims to implement the Corporate Governance Code for listed companies in 2017 publisher from Securities and Exchange Commission, Thailand (the SEC), which developed as practice principles for the Board of Directors to adjust with appropriate in line for the Company’s business operation. The Good CG Code principles are as follow
Good Corporate Governance
Principle 1Establish clear leadership role and responsibilities of the board
Principle 2Define the Company’s Objectives and Key Goals for Sustainability
Principle 3Strengthen board effectiveness
Principle 4Ensure effective CEO and people management
Principle 5Nurture innovation and responsible business
Principle 6Strengthen effective risk management and internal control
Principle 7Ensure disclosure and financial integrity
Principle 8Ensure engagement and communication with shareholders
Principles of Corporate Governance
- Accountability
- Integrity
- Fairness
- Transparency
- Responsibility
Treatment of shareholders
Treatment of shareholders
Golden Lime Public Company Limited (SUTHA) respects and ensures equitable and fair treatment of all shareholders. Whether they are major or minor, of big or small size holding, foreign or domestic, individual or institutional, the Company provides them with equal rights. SUTHA’s approach to shareholder engagement is outlined as follows:
- The Company has set the policy to support and emphasizes fair treatment to all shareholders equally and fairly to protect the basic rights of all shareholders
- Generate and increase the returns to shareholders properly
- Perform duties with integrity and make decisions with honesty, transparency and benefit to the Company and its shareholders.
- Allow shareholders to propose issues relatively significant to be included in the AGM agendas or propose someone knowledgeable, capable and qualified as candidates for directorship before the AGM.
- The Chairman of the meeting conducts the meeting in sequence of agenda items as specified in the notice and not adding agenda items without notifying shareholders in advance, so that they may have enough time for investigation before making their decisions.
- Shareholders have the right to vote on the appointment or removal of directors according to the agenda proposed in advance to the meeting. The right to vote each year is clearly specified in the documents and procedures for the annual shareholders’ meeting and voting.
- Shareholders have the right to determine the remuneration for directors, including executive directors, non-executive directors, and independent directors. The details of each type of remuneration are clearly stated in the remuneration policy, and the specifics are proposed to the shareholders’ meeting for consideration.
- In case that shareholder was unable to attend the AGM in person, he/she could assign a proxy to an independent director or anyone else to attend the AGM and cast votes on his/her behalf using a proxy form sent to shareholders along with the notification for the AGM.
The Company shall encourage shareholders to use ballots by using voting tickets provided for each agenda separately in RPT, asset acquisition and disposition and nominate directors.
Set measures to preserve and prevent the use of inside information. Public disclosure of inside information,
including any internal communications or any potentially sensitive information. The Company establishes directors and executives to report on their interests and related persons’ interests to the Corporate Secretary, providing a copy of such reports to the Chairman of the Board and the Chairman of Audit Committee as specified by the Securities and Exchange Act, and report on changes in such reports.
- Promote equal rights to all shareholders to facilitate and encourage all groups of shareholders to attend shareholder meetings
Shareholders' rights and equitable treatment to shareholders and Encourage all shareholders to participate in shareholder meetings
Prior to meetings of shareholders
Facilitating and encouraging all groups of shareholders to attend the shareholders’ meeting.
recognizes the importance of respecting the rights of all groups of shareholders, including major shareholders, minority shareholders, and both Thai and foreign investors. The Company has established practices to promote equal access for shareholders to participate in meetings and exercise their voting rights. In addition, the Company has set out measures to facilitate and encourage all groups of shareholders to attend the shareholders’ meeting, as follows:
- Prior to meetings of shareholders
- Notify meeting schedule along with its agenda ensuring that important matters stipulated by the law and important issues are clearly included in the meeting agenda and disclosure of the purpose of the agenda and opinions of the board of directors as well as committee’s comments given to each agenda to the Exchange of Thailand (SET). Also, this shall be publicized on the Company website for at least 28-30 days ahead of the meeting day. For the TSD outsources to send a meeting appointment letter to every shareholder by registered post as per CGR score is 21 days before a Shareholders’ Meeting. (the number of days counting from the date of postmarking.Normally, the company must send the shareholders' meeting notice at least seven days prior to the meeting. However, in cases where the shareholders' approval is required – e.g., private placement of shares, warrants, related party transactions, acquisition and disposal of assets – the shareholders' meeting notice must be delivered at least 14 days before the meeting.
- Inform the shareholders about regulations applied in the meeting including procedures on voting, resolution and the right to vote for each type of share including notifying measures or guidelines to follow government restrictions for epidemic control.
- Provide English and Thai full meeting invitation letters to invite the shareholders to publish on the company's website and as a newsletter and its criteria to be published on the Company's website linked to the Stock Exchange of Thailand.
- The Protection of Minority shareholder rights allows minority shareholders to propose additional agenda items in advance, a candidate for a director and questions beforehand by following instructions on an announcement on the Company website of the and Stock Exchange of Thailand (SET).
- Providing proxy form together with the meeting invitation letter specifying documentary evidence required to facilitate those who are unable to attend. For sake of GHG remission reduction code is notified to be downloaded and submitted online as allowed by DBD. In case of posting proxy is needed, the shareholders request at glmis@goldenlime.efinancethai.com as specified in the announcement of the Department of Business Development, Ministry of Commerce regarding the granting of proxies in shareholder meetings by electronic means, B.E. 2022 or in accordance with related laws.
- Meeting process
- Set a date and time (in the case of a physical meeting, set the meeting place or organizing meetings via electronic media to facilitate participation taking into account the convenience of the shareholders and the attending directors
- Apply technology in handling shareholder meetings such as registration of shareholders as well score count and display
- Appoint a chairman of the meeting as a co-host with an MC to control and supervise the meeting to ensure compliance with the law rules and regulations and giving shareholders an opportunity to express their opinions or ask questions on the relevant agenda.
- All directors and related executives are required to attend but those living abroad can attend the meeting through electronic media or in the case of holding a meeting via electronic media, all directors and shareholders can attend the meeting via electronic media
- Before the meeting starts, Shareholders are informed to acknowledge the number and proportion of shareholders attending the meeting both in person and proxies including meeting method, voting and vote counting. The Company uses a vote counting method by one share per a vote.
- In the case of election of directors, a resolution to appoint individual director will be held.
- Protection of Minority Shareholders' Rights. An explanation regarding the list of directors nominated by minority shareholders is not considered to be included in the list of directors to be approved by the shareholders. In the event that no shareholder nominates a director, the meeting is to inform as none of nomination.
- The board of directors encourage the use of ballots or electronic voting in case of E-meetings so using electronic voting. The voting results either agreeing or disapproving and abstaining votes were disclosed on each agenda item.
- Process after the meeting
- The resolutions of the shareholders' meeting, voting results are disclosed within the next business day via the SET's news channel and on the Company's website.
- Minutes of the shareholders' meeting are prepared by recording complete information including the list of directors and its proportion attending the meeting, witness auditor or a representative of the shareholders who are witnesses, vote counting methods, meeting resolutions and voting results including issues of questions and answers in the event that shareholders have questions by specifying both the first and last name of the questioner and the respondent by recording in the report exactly the agenda that is asked.
- Minutes are prepared as a newsletter and submitted to the Stock Exchange of Thailand within 14 days of the meeting date.