CORPORATE GOVERNANCE POLICY
A corporate governance policy of Union Petrochemical Public Company Limited is based on guideline formulated by the Stock Exchange of Thailand (SET) in 2006, which is applied from the 15 principles of best practice for corporate governance of SET announced in March 2002. The Company’s corporate governance policy is as follows.
The company has assigned the Company Secretary to coordinate with the shareholders in matters relating to the equal protection of the rights of all shareholders. These include the right to buy and sell securities, the right to receive dividends, the right to attend and participate in discussion and voting on important issues at shareholders’ meetings and the right to appoint a proxy in the event that a shareholders is unable to attend a meeting. The Company informs shareholders of the time, place and agenda for each shareholders’ meeting, together with additional information intended to assist shareholders in making informed decisions about important issues under discussion. This information is sent to shareholders and the registrar not less than 7 days prior to the scheduled date of the meeting. Notices appear in newspapers over a period of 3 consecutive days not less than 3 days prior to the date of the meeting. Invitations are sent to shareholders in Thailand by registered mail, while foreign shareholders are notified by fax or by email. Acknowledgement of receipt is to be made by registered airmail.
The Company has outlined policy guidelines for dealing with various groups of stakeholders which included the insiders as well as the outsiders. The guideline instructs Board members, senior executives and staff at all levels. The stakeholders consists of shareholders, customers, trading partners, employees, competitors, creditors, the local community and society in general. The details are as follows:
– Shareholders The Company represents the best interest of shareholders through its commitment to transparency, increasing the Company’s value over the long-run and good return of investment.
– Customers The Company realizes the importance of customers and consumers’ rights to receive good quality products and delivery its on time and keeping the customer’s information.
– Trading Partners The Company builds good relationships for mutual benefit and honors fully all obligations to its partners.
– Employees The Company recognizes the value of developing staff potential and creating a pleasant working environment, including the provision of remuneration and fair treatment to employees.
– Creditors The Company complies strictly with the terms of all agreements with creditors.
– Competitors The Company is committed to fair competition.
– Community and Society Recognizing the importance of safety, environmental responsibility, and quality of life for the local community and the society at large. All its business decisions are made with a view to minimizing the impact on society, the environment, and the public’s quality of life.
The Board of Directors has an obligation to make full disclosure of important Company-related information in a reliable and timely manner through a variety of media such as the Company newsletters and notices to the Stock Exchange of Thailand in both Thai and English versions, the public relations news and the Company’s website. This information, which concerns both financial and non-financial matters, is carefully checked and presented in language that is clear, concise, and easy to understand. The Company has assigned Ms.Busara Harnongart as “Investor Relations” to provide clear, equal and accurate information to all interested members of the public including the respond to the inquiries of the shareholders, the investors and the securities analysts. The “investor relations” is also responsible for coordinating with the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) to ensure the Company’s full compliance with the latest rules and regulations and the principles of corporate governance. In the past year the Company joined the “Opportunity Day Program” which is arranged by SET, in order to meet the investors and securities analyst and provide them the information of company results from operations and its future directions.
The scope of authority of the Board of Directors is determined by law, the Company’ regulation, the resolution of shareholders meeting and the principles of corporate governance. Members perform their duties with honesty, integrity, and a high degree of responsibility. The Board discloses information in a transparent manner and ensures that Company management operates in line with the goals and objectives, as well as the best interest of shareholders and all of the Company’s stakeholders.
The Company separates the role and duties of chairman and the managing director clearly and completely. The Board is charged with appointing the task-specific committee; the Audit Committee, which oversees the Company operations and considered the conflicts of interest in order to maintain the good and efficiency internal control and ensure that the Company’s accounting practices are complete and Company as well as to identify the weak points of the Company in order to protect the fraud operations and/or the uncommon situations. At least One of the Audit Committee members must have knowledge of accounting so that he/she can help the Board to review and ensure that the Company’s financial statement is complied with Thailand’s general accounting standards and The Company chooses the proper accounting policy including to provide sufficient information in the footnotes.
The Structure of the Company’s Board of Directors is composed of the number of Independent Directors of no fewer than that is required by law and/or notifications and The Structure of the Board of Director must balance the powers of
As of December 31, 2020 The Company’s Board of Directors consists of 12 directors, comprising as follows:
The Company has four the independent directors are accounted for 50% of the Board of Directors where is seven directors come from Suwannapasri’s family. four of the Board of Directors, which accounting for 60 percent of the Board of Directors, are persons who have no relation with Suwannapasri’s family and It is sufficient in the balancing of power. Besides, The Board of Directors approved a clear manual authorities to which all employees must comply with.
Board of Directors Is committed to operate under the principles of corporate governance and social responsibility for sustainable development and perceives that corruption is threat that compromises sabotage and the nation as a whole. Therefore, the Board of Directors No. 1/2018 held on February 26, 2018, has approved the Company and announced its intention to join the alliance of private practice to work against corruption in Thailand (Thailand’s Private Sector Collective Action Coalition Against Corruption:CAC).
By Khun Pala Sookawesh, Chairman of the Board of Directors Has signed a declaration of intention to be a collective action coalition of the Thai private sector in anti-corruption on 26 February 2018. At May 2019, the meeting of the CAC has a resolution to accept the Company as the member of CAC. This will valid for 3 years.
At present, the company is in the process of preparing a self-evaluation form of anti-corruption measures. Corruption to apply for certification as a member of the Certification Process.
Thus, from the Company’s Clear to cooperate with and support public and private sector, the Company has established an anti-corruption court corruption. The guidelines “The alignment of private practice in the fight against corruption, Thailand” to a clear code of conduct in business by directors, management and all employees must comply with the policy.
– Prohibits Directors, management and staff or to offer to the property or any other benefits to third parties. To encourage that person acts or omissions which violate the law or wrongful act on its position.
– Provide a system of internal controls, efficient and effective. There are checks and balances of power appropriately. To prevent employee fraud or have been involved in corruption and corrupt other.
– Awareness, values, attitudes to employees in compliance with the rules. With honesty