Policies & Document

CG Policy

The Board of Directors realizes the importance of Corporate Governance and believes that the good Corporate Governance is the crucial factor for business operation, in order to efficiently and effectively manage the business to have stability, continuous growth and fairness to all stakeholders.

The ethics and corporate governance policies of the Company adhere to Good Corporate Governance of the Stock Exchange of Thailand and Corporate Governance Principle of Organization for Economic Co-operation and Development (OECD) as well as international good practices, and are reviewed on a yearly basis. In the latest review, the Company has established the policies based on the customs which have been adhered to continually to be in accordance with the good practices of the relevant regulatory authorities and the rules of ASEAN CG Scorecard.

From such reasons, the Board of Directors stipulates the Corporate Governance Policy, having content covering the important principle on the rights of shareholders, equitable treatment to shareholders, considering to the roles of interest person, disclosure of information and transparency, and responsibility of the Directors, in order to be guideline for managing business to achieve the company's objectives and goal that have been set according to business policy sticking to correctness and transparency. The policy of Corporate Governance of the Company is disclosed at http://hmpro.listedcompany.com/

The Board of Directors of the Company realizes and pays attention to the basic rights of shareholders to ensure equivalent treatment by promoting and facilitating the exercise of shareholders' rights such as the rights to obtain relevant and material information on the company, rights to attend shareholders' meeting, rights to participate and vote to elect and remove members of the board, rights to approve the appointment of and remuneration for auditors as well as rights to vote in other issues of the Company. More importantly, shareholders will be entitled to express their opinions independently in shareholders' meeting and to redeem their shares as well as to approve payment of dividend. The Board of Directors of the Company will act, in good faith with due diligence and care, in the best interest of shareholders and will not take any action that infringe shareholders' rights.

In addition to the basic rights of shareholders stipulated by law and the Company's Articles of Association, the Company gives an opportunity to the shareholders, as owners of the Company to submit questions and opinions relates to business operation to the Company's independent directors prior to shareholders' meeting so as to propose to the Board of Directors for consideration.

Rights of attending shareholders' meeting

  • The Company gives rights to the shareholders to propose meeting agenda and to nominate qualified candidate for director position prior to the shareholders' meeting. For the annual general meeting of shareholders for 2014, the Company has posted annual ordinary meeting of shareholder, the Company has posted guidelines and relevant documents on the Company's official website since 19th September 2014. The shareholders are allowed to submit their proposal and nomination of candidate for director position to the Company by 16th January 2015 and submit their questions related to the Company
  • The Company has delivered the notice calling for the meeting with information, documentation supplement to each agenda with proxy to shareholders 7 days or 14 days (as the case may be) prior to the meeting date, or as stipulated by law of both Thai and English language, including the Company's Articles of Association in relation to the Shareholders Meeting and casting of vote.
  • In case minority and institutional shareholders are not able to attend the meeting, the shareholders can appoint an independent director through proxy Form A to vote or to cast their vote through proxy Form B and Form C. For the Annual General Shareholder Meeting in the year 2015, Mr. Chanin Roonsamrarn, Independent Director, has served as proxy.
  • The Company has chosen meeting venue that can accommodate the shareholders and institutional investors attending the meeting in a location with convenient transportation so as to facilitate the shareholders who wish to attend the meeting. In addition, the Company also arranges receptionists to offer assistance in verifying meeting document and uses bar code system to register meeting participants in order to expedite the process. The registration begins 2 hours prior to the start of meeting.
  • Prior to the meeting commencement, the Board of Directors will explain to the shareholders to acknowledge the rights under the Articles of Association of the Company, the proceeding of the meeting, casting the vote, including the giving of the rights to shareholders to raise questions and express opinion equally.
  • The Company allows the shareholders to witness voting counts along with legal advisors to ensure transparency.
  • The Company conducts the meeting of shareholders in sequence to the agenda that had been sent to shareholders along with letter of invitation. The Company had never add any meeting agenda without giving prior notice to the shareholders as this would lead to unfair treatment of shareholders who did not attend the meeting.
  • After the shareholders' meeting, the Company will disclose the shareholders' resolution with voting details to each agenda on the Stock Exchange of Thailand and the Company's official website on the date of meeting or the latest on the next working day after the date of meeting (as the case maybe). And the minutes of meeting will be reported to the SET, Ministry of Commerce and publicized on the Company's website within 14 days.

The Company, being aware of the importance, ensures that the every shareholder, whether executive shareholders, non-executive shareholders, and foreign shareholders should receive equitable and fair treatment.

It is the Company's policy to prohibit and disclose the use of Company's internal information to trade the Company's shares. The said policy has been stipulated in the Business Ethics Manual and disclosed to employees, executives and directors. Details of the policy and internal procedures in monitoring the use of Company's information by the Directors and executives for stakeholders are as follows:

  • Provide knowledge to the Directors and Company's executive in each department in relation to duty to report the holding of securities of the Company and penalty under the Securities and Stock Exchange Act B.E. 2535 and under the regulations of the Stock Exchange of Thailand.
  • The Company has required the Directors and Company's executive to report the change of securities holding (Stakeholder Reports) to the Securities and Stock Exchange Commission under Section 59 of the Securities and Stock Exchange Act B.E. 2535, and delivered copy of such report to the Company on the same day as sending to the Securities and Stock Exchange Commission.
  • The Directors and Company's executives are required to inform the Board of Directors or assigned person when purchasing and selling the Company's securities at least one day before taking an action.
  • The Company has a policy for the Directors and Company's executives to report the purchase, sale and holding of the Company's securities to the Board of Directors' meeting every month by setting to be one of the monthly agenda meetings.
  • The Company has notified to the Directors and Company's executives to restrain from the purchase and sale of securities of the Company at least 1 month before disclosing of financial statements. And, in the event that there may be any inside information which may impact to a price of the Company's securities. The disclosure of material information to other person is not allowed and such has been notified via e-mail every quarter.

In the year 2015, the directors and executives of the Company did not buy and sell securities by using internal information and did not violate the regulations of buying and selling securities or enter into any related transaction as per the regulation of the Securities and Exchange Commission.

The guideline as above has been approved already by the Board of Directors. However, if there is the violation of regulations mentioned above, the Company will proceed with discipline punishment as appropriate as the case may be.

The Company has stipulated the regulations for stakeholders in the “Handbook of Business Ethic”, a part of employees' code of conduct, is disclosed on the Company's website and part of employee's operating manual. By having an intention to carry out business faithfully, transparently and auditable, the Company stipulated the policy in connection with conflict of interest for the directors, executives and employees in order to prevent directors, executives and employees from engaging in potential conflict of interest of the Company or stakeholders. And to in order to ensure that the Company will comply with in order and to provide the rights to stakeholders under the relevant laws, whether the shareholder, staff, customer, business partner, community, society, and environment. Moreover, the Company has also strengthened cooperation with the stakeholders in each group in order to be able to ensure business sustainability with the fair benefits to all parties, in order to build the long-term success.

For the detail of the Role of Stakeholders of the Company, it is reported at “Corporate Social Responsibility Report”

The Board of Directors has given the importance to the disclosure of information which are accurate, complete, transparent, in timely manner, and equitably distributed to the investor and stakeholders to acknowledge, of both financial reports and material information that affect the value of the Company's Securities which will be disclosed through the publication of the Stock Exchange of Thailand and website of the Company.

The Company has the Investor Relationship office to be responsible for giving information and hearing to opinion of shareholders and investor regularly, by contacting Mr. Rakpong Aroonwatdhana, Tel. 02-832-1416 or via e-mail at ir@homepro.co.th Furthermore, the Company has also provided the opportunity to communicate and activities between shareholders, investors and high rank executive of the Company, apart from the Annual General Shareholders Meeting as follows:

Website The Company has presented the operational result, annual report, annual transactions information 56-1 form, minutes of shareholders meeting, news about the Company, news notified to the Stock Exchange, webcast, documentations supplemented to the analyst meeting and contact channel, and also distribute information of the Company in relations to Corporate Governance, Board of Directors and Executives Chart, shareholding structure. To facilitate and provide equal opportunity in searching information, such have been prepared in both Thai and English version.

The shareholders, investors, and stakeholders of the Company may express opinion and propose additional agenda to the meeting and propose the person who has qualification to be the director before the Company will send a notice calling for the meeting through website.

Analyst Meeting The Company has arranged for the meeting for the analyst and investors, including shareholders who are interested in disclosing the operational result on every quarter for 4 times in 2015. The Company also provided the investor information release to investors every quarter.
One on One meeting and Company visit All through 2015, the Company opened the opportunity to analysts, shareholders and institutional investors both domestic and international to meet with the executives at the Company, including conference calls, in order to answer the questions relating to the operations of business for the total of 74 times, welcoming group of people for their company visit for 13 times, and also joining 2 times of the Opportunity Day, the event to meet investors conducted by the Stock Exchange of Thailand.
Road Show In 2015, the Company attended the conference and Road show as arranged of both domestic and international totaling 13 times as follows:
1. Having met foreign investors as arranged by Financial Institution in Thailand for 7 times
2. Joining the Conference and Roadshow in the United States, the United Kingdom, France, Japan, Singapore and Hong Kong for 7 times.
Press Conference and Media Relationship The Company has made the press conference once about the annual business result in 2014 and direction to operate business in 2015. At the same time, the Company has as well prepared the Press Release for the media. Occasionally, the Company also provided the press for marketing activities and update for business progress.

The Board of Directors has participated in determining the Company's visions, mission, objectives, business plan and corporate budget, which are reviewed every year.as well as ensuring that the management has operated according to the plan and budget with efficiency and effectiveness. The Chairman of the Company, Chief of Executive Committee, and Managing Directors of the Company are not the same person. The Board of Directors have defined a clear line of roles and segregate responsibilities among the directors, members of sub-committee and management, in order to balance the power and create transparency for work performing.

The Company has appointed the Audit Committee who are Independent Directors to review the accuracy, sufficiency of the disclosure of information and the reliability of financial report, Corporate Governance and internal control of the Company which have details of obligations as specified in clause “Management” under roles and responsibilities of Audit Committee.

In case there was transaction that was not under normal course of business of the Company, the Board of Directors of the Company has duty to consider such transaction, in which there shall be Independent Director in the meeting as well.

The Company has the Nomination and Remuneration Committee to set the procedures and rules on selecting the Director of the Company, and set the period of remuneration or other benefits which is fair and reasonable and present to the shareholders meeting for consideration.

To promote every party to perform their duty according to assigned responsibility with transparency, the Company has prepared the policy of Corporate Governance, handbook of ethic, and code of conduct on ethics of Directors, the management, and staff in order for the relevant persons to comply with the guideline in performing assignment of the Company honestly, and to follow up with the compliance of the guideline regularly, including to stipulate discipline penalty.

The orientation and briefing of the Company's business to the new Director

The Company has policy to organize orientation to every newly appointed director in order to acknowledge the roles, duty, and responsibility, including giving knowledge, understanding of business and operating in every part of the Company, which is to prepare the readiness to perform duty of the Directors. By presenting information that will assist newly appointed directors in performing their roles such as Directors' Handbook, Company's Good Corporate Governance and Business Code of Conduct Handbook, Company's Articles of Association, financial and shareholders structures, annual report, Form 56-1, business performance, laws and best practices guidelines, training programs for directors as well as other information related to the business operation in order to create better understanding about the Company and its operation to newly appointed directors.

In 2014, the Company has arranged the Board orientation for 2 new directors which are Mr. Achawin Asavabhokhin, Director, on 24th April 2014 and Mr. Boonsom Lerdhirunwong, the Chairman of Audit Committee and Independent committee, on 7th October 2014.

Training Programs for the Board of Directors

The Board of Directors facilitate and promote directors to attend training courses and seminars in order to accumulate knowledge that will benefit the Company. The Board of Directors assigned the Company Secretary to collaborate and notify directors of upcoming training courses and seminars as training schedule.

In 2013, there are 2 directors attending the training program organized by the Thai Institute of Directors (IOD) as follows:

  1. Mr. Joompol Meesook had attended on Role of the Compensation Committee Program (RCC) class 19/2014.
  2. Mr. Achawin Asavabhokhin had attended on Directors Certification Program (DCP) class 193/2014.

The Board of Directors Meeting

The Board of Directors and Executive Directors shall have regular meeting every month and may have special extra meeting as necessary. In order to conduct Board of Directors’ meeting and vote in the meeting, the Company requires a quorum of one-half of directors to participate. The schedule of Board of Director meeting and the sub-committee’s meeting for the whole year are defined in advance, and there shall be sending of the notice calling for meeting with agenda of the meeting at least 5 working days in advance for the Directors to be prepared.

During meetings, the chairman sufficiently allocates times in explaining on important issues, encourages every director to express opinion creatively and independently as well as uses discretion carefully. In addition, the Company Secretary will regular join the meeting and take a meeting minute.

The Directors, who has conflict of interest in any issue, shall be absent and have no right to vote on that issue.

Meeting documents, meeting minutes as well as related information and documents shall be completely kept in the safe place and recorded into the electronic files along with the original copies.

In addition, Non-Management Directors, Independent Directors and Audit Committee can conduct meetings among themselves as appropriate to discuss issues related to the management of the Company without involvement of the Company executives.

The Board of Directors shall consider regularly on any change in law, regulation, and important principles such as industrial data and the movement of good corporate governance guideline so that the performance as the Board is in accordance and updated with the law, regulation, and good principles and guidelines.

In 2015, the Company had 12 times of Board of Directors Meeting. The meeting of Sub-Committee are 11 times of Executive Directors meeting, 12 times of Audit Committee meeting, and 3 times of Nomination and Remuneration Committee’s meeting. Details of attending the Board of Directors’ meeting and other sub-committee’s meeting are as follows:

Name - Surname Attendance / Number of all meetings (times)
Board of Directors Executive Directors Audit Committee Nomination and Remuneration Committee
1. Mr. Anant Asavabhokhin 12 / 12      
2. Mr. Naporn Sunthornchitcharoen 1 11 / 12 10 / 11   1 / 1
3. Mr. Rutt Phanijphand 12 / 12 11 / 11   3 / 3
4. Ms. Suwanna Buddhaprasart 12 / 12      
5. Mr. Manit Udomkunnatum 12 / 12 10 / 11    
6. Mr. Khunawut Thumpomkul 12 / 12 11 / 11    
7. Mr. Achawin Asavabhokin 11 / 12      
8. Mr. Boonsom Lerdhirunwong 12 / 12   12 / 12  
9. Mr. Thaveevat Tatiyamaneekul 12 / 12   12 / 12  
10. Mr. Chanin Roonsamrarn 12 / 12   12 / 12 3 / 3
11. Mr. Chadchart Sittipunt 2 7 / 7      
12. Mr. Pornwut Sarasin 3 3 / 3      
Directors who resigned during 2015
13. Mr. Joompol Meesook 4 4 / 4     1 / 1
14. Mr. Pong Sarasin 5 3 / 8    

Note:

  • 1 Appointed to be the nomination and remuneration committee as a resolution of the Board of Directors’ Meeting which was effective on June1, 2015.
  • 2 Appointed to be the director as a resolution of the Board of Directors’ Meeting which was effective on June 1, 2015.
  • 3 Appointed to be the director and independent director as a resolution of the Board of Directors’ Meeting, effective on October 1, 2015.
  • 4 Resigned from the director which was effective on May 1, 2015, and resigned from the nomination and remuneration committee which was effective on April 30, 2015.
  • 5 Resigned from the independent director which was effective on September 1, 2015.
CG Policy
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Tax Policy
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Anti-Corruption Policy
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Memorandum of Association (Thai version)
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Company Affidavit (Thai version)
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Acknowledgement Letter Anti-Corruption to vendor
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