The Board of Directors bases its business conduct on corporate governance principles with transparency, fairness, and accountability. It is aware of the importance of good corporate governance that fosters transparency, increases Singha Estate’s competitiveness, as well as boosts the confidence of shareholders. Its 2016 plan includes the preparation of a Corporate Governance and Code of Conduct Handbook to ensure that all executives and employees have the correct knowledge and understanding of corporate governance. In 2015, the Board of Directors encouraged and supported the compliance with SET’s corporate governance principles of listed companies in the following aspects:
01 Rights of Shareholders
The Board values and respects the rights of all shareholders and follows a policy of equitable protection of all shareholders’ basic rights and benefits such as:
- Rights of purchase, sales, and transfer of their securities in an independent manner
- Right of access to information and news, performance results and administrative policies
- Right to receive due benefits in the form of dividends
- Right to attend shareholder meetings, pose questions, express opinions and recommendations, and cast their votes
- Right to propose agendas for inclusion and nominate directors in advance before the AGM
- Right to appoint and demote Board directors
- Right to consider all types of Board compensation
- Right to approve the appointment of an external auditor and determine auditor fees
- Right to assign proxies and delegate votes
- Other rights as determined by laws and company regulations
The Company encourages the shareholders and institutional investors to attend the shareholders meetings by avoiding setting the meeting date close to public holidays and selecting venues that are conveniently accessible by all means of public transport. Maps to the meeting venue are enclosed along with mailed meeting notices. If shareholders cannot attend a meeting in person, they can appoint independent directors by submitting their registration documents before the meeting or designate proxies to attend the meeting. The Company also allows institutional investors to pre-register to save time on the actual day and provides revenue stamps for shareholders and institutional investor proxies to use. In registration and voting at the meeting, the Company brought in a barcode system to expedite the process, allowing two-hour registration period before the meeting. After the allotted two hours, the shareholders can still register if they wish to attend the meeting without losing rights.
In this case, the Company has no Shareholders Agreement that has significant impact on the Company and other shareholders, while having no policy to buy back shares.
02 Equitable Treatment of Shareholders
It is Singha Estate’s policy to treat all shareholders with fairness, regardless of gender, color, race, nationality, or religion, and it does not discriminate against any group or individual shareholders, in accordance with the following guidelines:
Shareholders MeetingSingha Estate’s policies on shareholders meeting are as follows:
- Singha Estate encouraged all shareholders to propose meeting agenda items, nominate directors, and submit questions in advance no less than three months before the AGM date from November 1, 2015 to January 31, 2016; criteria and conditions are as announced on the Company’s website. At the end of the period, no shareholders had submitted any topics.
- Shareholder s have a r ight to vote for appointment of directors and determination of directors’ compensation, appointment of auditors and determination of auditor fees as well as consideration of dividend payment and other topics as specified by law.
- The Company prepares the meeting notice in Thai and English, comprising an invitation letter; minutes of the previous meeting; Annual Report in CD-ROM form; meeting agenda with explanations of objectives, details, directors’ opinions and information required for consideration of each agenda; explanation of evidence to be presented for attending the meeting; list of all independent directors who serve as proxies for voting; company regulations concerning shareholders meeting; map of meeting venue; registration form with a barcode; and proxy forms. All these are sent to shareholders no later than 14 days before the meeting date as required by law. The meeting notice was also publicized on the company website before the meeting date so that shareholders would receive the complete documents prior to the meeting and would have time to consider the documents well before hand. The meeting notice was also advertised in Thai and English newspapers at least three days before the meeting for three consecutive days to announce the calling of shareholders meeting in advance.
- The Company facilitates those shareholders who cannot attend the meeting in person by enclosing the proxy form B (as specified by the Ministry of Commerce) with the meeting notice and enclosing a list of independent directors that serve as proxies. Detailed explanation of evidence to be presented for attending the meeting is also enclosed so that shareholders may prepare appropriate documents. Shareholders can also download proxy forms A, B and C (for foreign shareholders who appoint custodians in Thailand) from the company website and can appoint proxies or appoint independent directors as notified in the invitation letter as proxies.
- Singha Estate also facilitates institutional investors who wish to check the details of their securities and has requested that they send in representatives or assign independent directors as proxies.
- Singha Estate encourages shareholders and institutional investors to attend the shareholders meetings by selecting venues that are conveniently accessible by all means of transport. The 2015 AGM was organized on April 22, 2015, at the Intercontinental Hotel, Ploenchit Road, Lumpini, Pathumwan, Bangkok; and the Extraordinary Shareholder’s meeting 1/2015 took place on September 30, 2015, at Suntowers Building B, Vibhavadi-Rangsit Road, Chompon, Chatuchak, Bangkok. The Company prepared several information officers to provide advice and answer queries, and organized shuttle vans between the BTS station and the meeting venue, and displayed signs outlining the registration process, barcode registration, and voting system, etc.
- Registration was opened two hours before the meeting
- Independent legal advisers and shareholder representatives were asked to check the accuracy and transparency of the vote-counting process on each agenda item
- The Chairman conducted the meeting according to the agenda and all issues outlined in the meeting notice. There were no extra agenda.
- Before the meeting, the Company explained the steps and voting process to the shareholders. Each shareholder had one vote per one share.
- The Company prepares ballots for voting on each of the agenda items. As for election of directors, individual voting is required by using the barcode system to expedite counting on each agenda item.
- In counting the total votes on each agenda item, the results and the resolution of the meeting of each agenda item were informed to the shareholders.
- The Chairman allotted time and opportunities for the shareholders to express their views and questions. The CEO, the chairman of each subcommittee, and all directors including senior executives, and the external auditor all attended the meeting to answer shareholders’ questions.
- A questionnaire to evaluate the quality of the meeting was also distributed and collected to obtain information for further improvement of the next shareholders meeting.
- After the meeting, all resolutions of the meeting as well as the results of the voting on each agenda item is immediately reported to the Stock Exchange of Thailand (SET) as well as being uploaded on to the company website.
- The Company prepares minutes of the meeting in Thai and English and submits the minutes to SET within 14 days of the meeting. The minutes must contain details and essences of the meeting in accordance with corporate governance and is uploaded on the company website. Notices should also be placed using SET’s various channels.
03 Roles of Stakeholders
The Board takes seriously the rights of all stakeholders, namely the shareholders, investors and analysts; customers; employees; business partners; business competitors; creditors; and community, society and the environment. The Company treats all stakeholders fairly in accordance with company policy as follows:
Shareholders, Investors, and Analysts
The Company treats all shareholders and investors with equality and nondiscrimination and is committed to operating business with transparency, leading to sound and sustainable investment returns and building confidence among all shareholders. The directors, executives, and all employees are committed to working with integrity, transparency, and fairness, taking into account the maximum benefit to the shareholders. They do not engage in conflicts of interest, use inside information for the benefit of their own or their family and friends, and do not disclose confidential information to outsiders.
The Company recognizes and respects the rights of all shareholders, investors, and analysts in having regular access to accurate and necessary information regarding company performance. In 2015, the Company publicized its operating results and essential information through various activities, such as meeting investors at the Opportunity Day event, arranged by SET every quarter; uploading videos of the shareholders meetings on company website; creating the Investor Relations Webpage, and meeting investors in foreign countries.
Apart from following conditions, offers, and commitments to its customers, Singha Estate strives for maximum customer satisfaction by providing its customers with quality products and services to raise customers’ standard of living. The Company also focuses on details and creation of the “Best in Class” standard, differentiating from competitors by its distinctive design and superior service through synergy with strategic partners. It is determined to build good and lasting relations with customers and strictly keep their confidentiality or information that should not be disclosed. Moreover, advertisement of the Company’s projects must not mislead the customers’ or the public’s understanding of the quality, prices, or conditions of sales or provision of services.
Singha Estate has consistently valued its human capital. It is committed to ensuring that all employees have a healthy work attitude, awareness of duties and responsibilities, pride and confidence in the organization, as well as focus on teamwork. Singha Estate’s core value and organization culture to be instilled in all employees is “PRIDE”. The Company has also improved its human resource system to more efficiently run its operation and encouraged employees to pursue further education relevant and useful to work. It pays attention to employees’ health, e.g. arranging annual physical check-up for all employees; safety; good working environment; and sufficient and suitable welfare. Moreover, it provides fair compensation to employees by assessing each employee’s performance against their peers of the same industry. It is also determined to strictly comply with laws regarding labor and social welfare.
Singha Estate treats its business partners with equitability. The process for selecting business partners and its procurement process must be fair and transparent, without demand, acceptance or payment of any benefits to business partners. A bidding committee is appointed to ensure that procurement is systematic, transparent, and effective, in strict compliance with business contracts, agreements, and other trade conditions. The Company follows regulations and does not resort to any unlawful means, but focuses on maintaining healthy and sustainable relationships with business partners, taking into account the common benefit and mutual trust. It will maintain business partners’ confidentiality and will not disclose the information for personal or others’ benefits unless consensus.
Singha Estate, under company policy guidelines, is committed to operating business while adhering to the law and rules based on fairness, transparency; and abstaining from seeking business competitors’ confidentiality through dishonest and unlawful means, slandering business competitors, engaging in anything that is false, unfair and violates others’ intellectual property rights.
Singha Estate strictly complies with the loan conditions stated in its contracts and agreements with creditors such as banks, financial institutions, and business creditors. It repays debts and interests on time and manages loans in compliance with its objectives, not abusing loans. It is committed to management with maximum efficiency to assure creditors of its financial status and its ability to repay loans.
Community, Society and the Environment
It is well aware and recognized that Singha Estate is a part of society and must be responsible for society and the environment. Therefore, its business is conducted under the principle of creating mutual values between business and society. It emphasizes environmental protection by promoting efficient and effective resource use such as designing and innovating an energy-efficient building under the concept of Leadership in Energy and Environmental Design (LEED) with a focus on building designs that rely on natural light to reduce energy consumption, increase green zones in projects, apply modern technology and environmentally friendly materials, while ensuring that the Company’s operation does not damage the quality of life of society, communities, and the environment.
The Company has a policy to encourage stakeholders’ contact to provide information or complaint concerning wrongdoing of directors, executives, or employees (whistleblowing) while submitting evidence in case of concern. If any wrongdoing or illegal handling breaching the law and regulations have been found or stakeholder’s rights have been violated, the Company can be contacted for information or input of opinions through these channels:
- Audit Committee
Singha Estate Public Company Limited
968 U Chu Liang Building, 20th Floor, Rama IV
Road, Silom, Bangrak, Bangkok 10500.
- Company Secretary
Singha Estate Public Company Limited
968 U Chu Liang Building, 20th Floor, Rama IV
Road, Silom, Bangrak, Bangkok 10500 or
The suggestions and complaints will be sent to related units to check for facts, explain, make adjustments, and summarize the results for submission to the Board. The rights of those whistleblowers who are employees, customers, or those working for the Company, will be protected by law.
04 Disclosure of Information and Transparency
The Board focuses on transparent, accurate, and complete disclosure of information, both financial and non-financial, to the shareholders, investors, analysts and stakeholders. Respecting the right of equal access for all parties, the Company has prepared the information in Thai and English in the following areas:
The Company has disclosed remuneration paid to individual Board members and remuneration paid to executives as included in the Annual Information Disclosure (Form 56-1) and Annual Report (Form 56-2), that is also on display on company website.
For company securities portfolios, directors and executives must declare the Report of securities holding (Form 59-1) – including securities of themselves, their spouses and all children not yet of legal age – when they first take up their positions, and must report changes in securities holding within three working days of any acquisition, sale, or transfer of securities (Form 59-2) to the SEC under Article 59 of the Securities and Securities Exchange Act. The Company Secretary would then report the securities of the directors and executives to the Board every quarter. Furthermore, the Company has requested the directors and executives as well as spouses and children not yet of legal age to abstain from selling, buying, or transferring company securities at least one month before disclosing financial statements and company performance report to the SET in each quarter and before entering into major or significant investment projects, so as to prevent the use of inside information for personal or others’ benefits.
To comply with Announcement of the Capital Market Supervisory Board (CMSB) Tor Jor 2/2552 Re: Report of Directors, Executives, and other Related Persons’ Change of Interest, the Board of Directors has approved the criteria for preparing an annual report on directors’ and executives’ change in interests and any changes to be reported quarterly. The information, however, is kept for internal use only.
To encourage all shareholders, investors, and stakeholders to follow news and information with equal access, company information is disclosed via the following channels:
- Company website : www.singhaestate.co.th
- Electronic system for disclosure of news and information of SET and SEC
- Annual Information Disclosure (Form 56-1) and Annual Report (Form 56-2)
- Var ious media such as newspaper and magazines
- Information released to analysts and investors at company visits and meetings with executives
- Domestic and overseas roadshows
- Sending notice of shareholders meeting and key information through postal mail
- Meeting with investors at the Opportunity Day event, organized quarterly by SET, to communicate the operating results and key information
- Press conferences to disclose key company investment projects after dissemination on SET Portal.
The Company also established Investor Relations unit, responsible for communicating and providing its information to shareholders, institutional investors, analysts, and various stakeholders by disclosing key information through company website, SET Portal, and various investors’ and analysts’ meetings. Strict disclosure of information adheres to disclosure practices and good governance. Contact channels for Investor Relations are:
Singha Estate Public Company Limited
968 U Chu Liang Building, 20th Floor, Rama IV Road,
Silom, Bangrak, Bangkok 10500
Tel: (66) 632 4533 ext 101
Fax: (66) 632 4534
The Company has set a silent period (non-communication for executives and Investor Relations regarding disclosure of financial information and general information to analysts and investors) as one month before the announcement of its operating results, quarterly and annually, to the public. This is to prevent inappropriate disclosure of information or unfair release of information that may affect the price of company securities.
05 Responsibilities of Directors
The Board, regarded as a representative of the shareholders, plays important roles in determining policies, visions, strategic plans, and budget to provide framework and direction for the management to operate and achieve the Company’s objectives. The Board also plays important parts in monitoring and supervising the performance of the management to be in line with strategic plans, policies, articles of association, laws, and regulations.
At present, Singha Estate’s Board consists of nine directors, four of whom are independent ones. The Board is made up of experts with diverse knowledge and skills, with experience and expertise beneficial to the business, regardless of gender, race, religion, age, professional skill, or other specific qualifications.
The Board’s duties and responsibilities have been delegated to several committees, namely the Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, and the Executive Committee. The scope of duties and responsibilities is clearly stated in the charter of each committee. Details of the list of directors and the scopes of duties and responsibilities are disclosed under Management Structure.
According to the Board Charter, the Board meets at least every three months and can schedule extraordinary meetings as necessary. Every year the Board sets meetings in advance to ensure that the Board members can allocate their time for the meetings.
.In 2015, Singha Estate held seven board meetings. The details of the meeting attendance of each director are shown under Meeting Attendance and Remuneration of Directors in 2015.
To constitute a quorum, at least half of the total number of directors must be present.
The Chairman approves the agenda of the meeting on consultation with the CEO and Company Secretary. Directors can propose meeting agenda items for inclusion to the Chairman in advance before each Board meeting date.
- Invitation letter and accompanying documents
The Company Secretary will mail to the directors an invitation letter to the Board meeting along with the agenda and complete accompanying documents at least seven days in advance for sufficient study time before each meeting, except for urgent matters.
- Running the meeting
The Chairman presides over the meeting, and if the Chairman cannot perform his duty, he may designate another director to take his place. During the meeting, the Chairman allocates sufficient time for and encourages all directors to freely express their views and ask questions. The Company encourages executives or concerned management to participate in the meeting to provide information or explanation of related issues. The meeting must be controlled to be brief and completed in the time allotted. Moreover, when the agenda directly concerns a director with conflicts of interest, the Chairman must ask that director to identify him/ herself and abstain from voting, or leave the meeting until the agenda has passed.
- Minutes of the meeting
The Company Secretary must ensure the meeting minutes are composed and finished within 14 days, and presented to the directors. The meeting minutes include details of proposals, opinions of the Board, and resolutions; and are to be systematically filed, along with accompanying documents.
Segregation or Combination of Positions
Singha Estate clearly defines the duties and responsibilities of Chairman of the Board, Chairman of the Executive Committee, and CEO in the charters of the Board and the Executive Committee to clearly separate the duties of each position; to create checks and balances, and review of the management’s performance; and to ensure transparent and effective administration.
Directors’ and Executives’ Development
To increase the efficiency of the directors’ job performance, Singha Estate encourages the directors, executives, and employees responsible for the Company’s corporate governance to attend training and seminars in courses beneficial to their work in cooperation with other institutions, such as the Thai Institute of Directors (IOD), SET, and Thai Listed Companies Association. The Company also sends training schedules beforehand to all directors and subsidizes all costs of attendance. The goal is constant work improvement.
Authority of the Board
The Board approves company operations under the framework of the law, articles of association, shareholders’ resolution, and other regulations. Directors’ duties and responsibilities are spelled out in the Board Charter.
Directors’ and CEO’s Remuneration
Singha Estate assigns the Nomination and Remuneration Committee (“the NRC”) to consider the criteria of the compensation of directors and subcommittees in line with their duties and responsibilities as well as company performance (both short-term and long-term) that is also comparable with that of industry peers. The NRC then submits these to the Board and seeks approval of the compensation at the shareholders’ meeting.
Regarding the compensation of the CEO, the Board has also assigned the NRC to evaluate the CEO’s performance and determine appropriate compensation annually, based on the evaluation and Singha Estate’s performance in each year.
Details of directors and executives’ remuneration can be found under Directors’ and Executives’ Remuneration.
Evaluation of Board Performance
The Board has determined that there should be an annual Board self-assessment as a framework for monitoring Board performance and whether it has been following good practices in order to improve Board operation and to review problems and obstacles.
Singha Estate has created a Board self-assessment in accordance with SET’s guidelines and adapting it to the business and structure of the Board. The assessment comprises two sets of evaluation forms:
- Board and subcommittee performance self-assessment (group assessment)
- Board Individual Self-Assessment (self-assessment)
Criteria for Evaluation cover these following essential points:
- Board structure and qualifications
- Board Meetings
- Roles, duties and responsibilities of the Board
- Others, such as relations with the management, directors’ self-development, and executive development.
Scoring In each of the topics, five levels of score are assigned:
- 0 = totally disagree or nothing has been done
- 1 = disagree or a few things have been d
- 2 = agree or quite a lot has been done
- 3 = mainly agree or something has been done quite well
- 4 = totally agree or there has been excellent undertaking.
The NRC considers and reviews the Board Performance Evaluation Form and seeks Board approval. The Company Secretary then distributes copies of the evaluation form to all directors to be evaluated and handed in at the end of each year. The calculated results will be summarized in an evaluation report to be submitted to the NRC to determine appropriate annual compensation for the directors. There must be an evaluation report submitted to the Board for acknowledgment and for discussion for future improvement.
Evaluation of the CEO
The NRC considers and reviews the annual CEO Performance Evaluation Form by determining each year’s performance goals with the CEO. The evaluation then compares the results of performance against the annual goals. The NRC will use the evaluation result to determine appropriate annual compensation for the CEO that is attractive and comparable to peers in the same industry.
The criteria for CEO evaluation can be divided into three parts:
Part 1 Corporate KPIs of the Company and policies that the Board had prioritized
Part 2 Evaluation of management
Part 3 Development of the CEO’s career and other suggestions.
Orientation of New Directors
Singha Estate has prepared documents for new directors comprising key information such as business description, business structure, management structure, directions and strategies for business operation, Charters of the Board and/or Subcommittees, Manual of Listed Company Directors, and other manuals related to serving on subcommittees (if applicable). The Company also organizes directors’ orientation, where the CEO or senior executives will brief new directors on business operations, approaches to business management, and other necessary information useful for taking up the directorship.
Policy of Limiting the Number of Listed Companies and Terms of Directors and the CEO
The Board Charter stipulates a policy that directors can serve in no more than five SET-listed companies, and independent directors can serve up to two consecutive terms.
The Charter of the Executive Committee stipulates that the CEO may serve as a director in other companies, but such position(s) must not obstruct the work as Singha Estate’s CEO. Moreover, the business type must not be the same or must not compete with the Company’s business. The CEO must seek prior approval from the Board before taking up the directorship of another company.
Internal Control and Internal Audit
Singha Estate takes seriously compliance with relevant laws and regulations, and pays great attention to the accountability and accuracy of its financial reports. To this end, it sets up an internal control and internal audit systems as a vital mechanism. The Company also arranges for the annual assessment of the adequacy of the internal control system by an independent internal auditor. The assessment covers the following criteria:
- Internal Control
- Risk Assessment
- Operation Control
- IT and Communication
- Monitoring System.
The Audit Committee is responsible for reviewing the assessment outcomes of the internal control system and submitting a report to the Board for comments.
Supervision of the Use of Inside Information
The Board defines a policy on the control of the use of inside information and the transactions of Singha Estate’s securities to foster equality and fairness to all shareholders and prevent directors and executives from exploiting inside information for personal gains orunlawful gains of others. Such policy is also announced to employees, executives, and directors through various channels such as Annual Information Disclosure (Form 56-1), Annual Report (Form 56-2), and company website
- Control of the use of inside information: The directors, executives, and all employees must strictly refrain from using inside information that is material and not yet publicized for their own benefit or the benefit of others.
- Singha Estate’s securities portfolios and reporting: Directors and executives do have the rights to purchase and sell the Company’s securities. However, to avoid conflicts of interest or the use of inside information for their own benefit, Singha Estate seeks cooperation from all directors and executives, including their spouses, and their children not yet of legal age, in abstaining from purchasing, selling, transferring, or accepting transfer of the Company’s securities within one month before the disclosure of financial statements. If the directors and executives, their spouses, and their children not yet of legal age, purchase, sell, transfer, or accept transfer of the Company’s securities, they must prepare a report of changes in securities holding (Form 59-2) and submit it to the SEC within three working days as required by SEC. The Company Secretary is responsible for compiling Singha Estate securities portfolios of the directors and executives, their spouses, and children not yet of legal age, and reporting to the Board meeting for acknowledgement every quarter.
Guarding against Conflicts of Interest
The Board ensures that Singha Estate commands a clear and transparent process of connected transactions and strictly complies with the criteria, methods, and disclosure of connected transactions as required by the relevant law or the regulators as follows:
Directors and Executives
They must report their vested interests, as well as those of their connected parties, as required by the Board under the criteria, conditions, and methods stipulated by the Capital Market Supervisory Board. The Company Secretary is responsible for compiling and sending copies of such report to the Chairman of the Board and the Chairman of the Audit Committee within seven days after the date of receiving.
In deliberating connected transactions, the director(s) or executive(s) with vested interests is not allowed to join the meeting or pass any approval concerning the issue. The Chairman will ask each director to identify him/herself and abstain from voting or leave the meeting until such agenda has passed.
Policy and Practices for Anti-corruption
The Board is fully aware of the importance of anticorruption actions, which are serious threats that destroy free and fair competition and cause great damage to the economy and society. Organizational corruption is a risk to sustainable business, and therefore the Board has emphasized that business operations must be conducted with integrity, transparency, and free from all forms of corruption. Its business must comply with all Thai laws related to anti-corruption.
Complying with Corporate Governance Policy
The Company has followed the Good Governance Principles for Listed Companies B.E. 2555 (2012) according to SET’s guidelines since the first step of changing the shareholding structure on September 12, 2014, which is the start of operation under the name “Singha Estate Public Company Limited”. In 2015, the Company has applied good governance principles to the business as deemed appropriate and has plans to develop and expand its practices under corporate governance in 2016, such as restructuring the Board to have more than 50% independent directors, organizing meetings of independent directors and of nonmanagement directors without the management at least once a year. It also plans to enroll directors and senior executives in several courses that will help them perform their duties by the code of ethics and the code of conduct. Singha Estate is determined to apply improved corporate governance practices in the following years.
However, the Company cannot follow some principles of corporate governance, such as cumulative voting, because company regulation, Article 3, Item 17 stipulates that, in the election of directors, each shareholder has the same number of votes as the shares they are holding. Each shareholder can cast their votes to choose an individual or several persons as directors, but in case several persons need to be elected as directors, they cannot split their votes.