Overview of Corporate Governance Policy and Guidelines
The Board of Directors is aware of the importance of corporate governance and believes that good corporate governance is crucial for a business operation to efficiently, effectively, and sustainably manage the business to have stability, continuous growth, and fairness to all stakeholders.
For such reasons, the Board of Directors stipulates the corporate governance policy to have the content that covers the vital principle on shareholders’ rights, the equitable treatment of shareholders, roles of stakeholders, disclosure and transparency, and the Board’s responsibility; this is a guideline for managing business to achieve the Company’s objectives and goals set according to business policy adhering to rightness and transparency. The policy of corporate governance of the Company is disclosed at https://hmpro.listedcompany.com/policy_document.html
Board of Directors reviewed and updated the policies mentioned above through Strategy and Sustainable Development Committee for completeness, clarity and be in line with the new Corporate Governance Code (CG Code) from The Securities and Exchange Commission, the regulations of the Thai Institute of Directors (IOD), and the international criteria in region level of ASEAN CG Scorecard
Throughout the entire year 2021, the Company has complied with good corporate governance except the following:
- The Chairman of the Nomination and Remuneration Committee is not an Independent Director. However, the Nomination and Remuneration Committee consists of independent directors. Additionally, the board of director’s management rests upon the Good Governance Policy stipulated by the Stock Exchange of Thailand.
- The Company has two Independent Directors, Mr. Thaweevat Tatiyamaneekul and Mr. Chanin Roonsamrarn, who have assumed this position for more than 9 years. These Independent Directors are well-skilled, knowledgeable, and have first-hand experience in the Retail Business. Throughout the past while, they have been providing valuable advice both in the capacity of Independent Directors and in the capacity of Audit Committee. Especially Mr. Chanin Roonsamrarn, he is knowledgeable and specializes in both Finance and Accounting.
The details of the assuming of the position of Independent Directors are as elaborated below:
|Name - Surname||Date of Appointment||Number of Service Years
(Date of Appointment – 31 Dec 2021)
|1.||Mr. Pornwut Sarasin||1 Oct 2015||6 years 3 months|
|2.||Mr. Boonsom Lerdhirunwong||1 Oct 2014||7 years 3 months|
|3.||Mr. Chanin Roonsamrarn||3 Oct 2005||16 years 3 months|
|4.||Mr. Thaveevat Tatiyamaneekul||29 May 2001||20 years 7 months|
The Board of Directors is well aware of and has always emphasized sustaining the rights of all shareholders in exercising their fundamental rights, such as the right to participate in the shareholder meeting, the rights in casting votes to appoint or remove any particular director, the right in casting votes to appoint the external auditor and determine the remuneration for the auditor, the right to vote in various important matters, the right to express one’s opinions in the shareholders’ meeting freely, the right to acquire repurchased stocks, the right to be fairly approved of dividend payment, and the right to obtain good company’s information in a timely and fair manner. In the previous year, the Company has ensured that shareholders’ rights have been enhanced adequately as details below:
- Clearly reveal the shareholding structure to assure shareholders that the Company has a transparent and accountable operation, without any complicated shareholding patterns; no co-shareholders, cross-ownership or pyramid ownership within the group of companies.
- Disseminate the information and details on the exercising of rights in several aspects via the channels of the Stock Exchange of Thailand and the Company’s website, with consideration to equality in access to information, the duration and convenience in exercising rights, without any particular actions to limit the access to the source of company information or obstruct communication among shareholders.
- To promote the rights of shareholders, the Company still continuously holds the annual shareholders’ meetings. The Annual General Meeting of Shareholders Year 2021 was held on April 8, 2021, which was conducted via online meeting (e-AGM). The broadcast venue was at the meeting room, Q House Lumpini Building, Floor 4, No. 1, Sathorn Road. South, Thungmahamek, Sathorn, Bangkok. In addition, the Company has facilitated the shareholders to appoint independent directors to attend the meeting instead of attending the meeting in person and prepared the manual of an electronic meeting system for the shareholders’ meeting so that shareholders can vote and receive a timely information about the meeting amid the Coronavirus (COVID-19) outbreak, details are as follows:
Before the Meeting
- Before the meeting, shareholders were involved in proposing the meeting agendas and the names of individuals to get nominated to be the directors from October 1, 2020, to January 15, 2021, as well as submit questions to the Company Secretary ahead of the meeting day. Guidelines on meeting agenda and director candidate proposals were posted on the Company’s website, as well as on the Stock Exchange of Thailand website. Nevertheless, proposals for neither the meeting agenda nor director candidates were made for the Annual General Meeting of Shareholders 2021.
- Keep shareholders informed 43 days in advance of the meeting date of the Annual General Meeting of shareholder 2021 so that they can prepare before attending the meeting. Communication on the matter was made through the Stock Exchange of Thailand’s channels and the Company’s website on February 24, 2021, which was also the same day that the Board of Directors agreed upon the meeting date
- Distribution of the invitation letter for the Annual General Meeting of Shareholders both Thai and English versions on the Company’s website since March 8, 2021, which is 30 days prior to the meeting date, and the invitation letter will be delivered to shareholders since March 24, 2021 which is 15 days before the meeting date and pre-registration is open since March 25, 2021. The manual of the electronic meeting system (DAP e-Shareholder Meeting) will be attached with the invitation letter.
- Facilitated shareholders including individual shareholders, juristic and institutional investors, who could not attend the meeting by themselves, by sending the proxy Form A, B, and C together with the meeting notice. These forms can also be downloaded from the Company’s website. Moreover, the Company has nominated a list of independent directors’ names and backgrounds that shareholders could appoint to be the proxy. In the Annual General Meeting of Shareholders 2021, Mr. Chanin Roonsamrarn, an Independent Director, was appointed as a proxy in casting votes on behalf of the shareholders.
On the Meeting Day
- Before the meeting commenced, the Chairman of the Board informed the participating shareholders of their rights according to the Company’s rules and regulations, meeting proceedings, guidelines on casting votes as well as the opportunity for shareholders to ask questions and fairly express opinions in the meeting.
- The Company demonstrated how to use the electronic meeting system so that the shareholders know how to vote and how to submit questions before the meeting starts. The voting rights in the meeting are determined according to the number of shares held by the shareholders of which one share is equal to one vote.
- The company uses the vote counting system from DAP e-Shareholder Meeting and clearly displays the summary of the votes in every agenda.
- Arranged an independent, external inspector, who performed a legal counsel role to monitor the meeting and ensure that the meeting was transparent and complied with the laws and the Company’s regulations.
- Encouraged a particular shareholder’s appointment as the representative and the witness in the vote-counting process in every agenda.
- The Chairman allocated enough time for the meeting and appropriately conducted the meeting with absolute transparency according to the agenda specified in the meeting notice. Neither have there ever been any occasions where documents containing essential information were distributed to the shareholders right in the meeting without prior notice, nor the inclusion of other additional agendas that are not stated in the meeting notice, which can be unfair to shareholders who did not attend the meeting.
- Shareholders were allowed to join in the meeting even though the meeting had already commenced but they could only vote in the agendas that had not yet been voted.
- Shareholders were encouraged to express their opinions and ask questions. The Chairman, the Chairman of the Audit Committee, the Chairman of the Nomination and Remuneration Committee, Managing Director, top executives, and the external auditor also presented in the meeting to answer shareholders’ questions, which includes both the shareholders who submit the questions through the system and ask by themselves.
After the Meeting
- Submitted the meeting’s resolutions and accompanying details, i.e. the number of votes in each agenda to the Stock Exchange of Thailand and posted on the Company’s website on the date of the meeting so that absent shareholders can immediately reach the information.
- Shareholders can view the video recording of the meeting via the webcast posted on the Company’s website.
- Prepared the meeting minutes, in Thai and English, and distributed via the Stock Exchange of Thailand’s channels and the Company’s website within 14 days after the meeting and submitted a copy to the Stock Exchange of Thailand and the Ministry of Commerce by the indicated due date.
The Company places great emphasis on fair and equal treatment towards every single shareholder; either major shareholders, individual shareholders, institutional investors, or foreign shareholders. There are regulating guidelines as follows:
- ) Regularly disseminate the information to shareholders via channels supported by the Stock Exchange of Thailand and the Company’s website and prepare a channel that shareholders can directly request for any information or make inquiries via the Board of Directors’, Independent Directors’ and the Investor Relations’ Email addresses.
- Devise internal rules and regulations on the use of
information within the organization in coherence with the
securities-related laws. Constant reviews are encouraged
to promote fairness and equality towards all relevant
stakeholders, as follows:
- Inform the rules, regulations, and policies related to the use of internal information to the Directors, executives, and associates regularly to ensure that those rules, regulations, and policies are well aware of and obliged by everyone.
- The Company’s trading transactions are forbidden one month in advance before the due time that the financial statements are disclosed to the public. The Company Secretary Office will inform the Directors and executives of the said silent period. During that period, there were no shares traded by the Directors and executives.
- The Directors’ and executives’ shareholding information is disclosed in the annual report, as regulated by the Securities and Exchange Commission. Furthermore, the Board of Directors has placed the protocols in following up with business ethics compliance on the use of internal information. Directors and executives are advised to submit a copy of the report recording any changes in their shareholding information to the Company Secretary Office monthly to report to the Board of Directors every time changes occur. The Company Secretary Office will consolidate the information and report to the Board of Directors’ meeting.
- The Company explicitly set regulations concerning related parties transaction and connected transaction to be in alignment with the regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission by explicitly specifying matters to be reported to the Board of Directors or shareholders, as well as become more cautious to ascertain prevention of related parties’ transaction that violates the Stock Exchange of Thailand’s regulations or Securities and Exchange Commission’s regulations
Policies on Treatment towards Different Groups of Stakeholders
The Company places high significance on all stakeholders, holding on to everyone’s mutual and sustainable benefits as the principles. Policies and roles imposed upon stakeholders are clearly written down in “Business Ethics Manual”, with details as follows:
|Shareholders :||Perform one’s duties with utmost honesty. Make any decisions to proceed with care and fairness for the sake of shareholders’ interests as a whole. The Company shall provide regular, accurate and most updated reports, operating performance, financial information, and any other reports while fairly keeping shareholders well informed of the Company’s situation and tendencies based on possibilities and reasons.|
|Associates :||Treat associates with fairness in terms of opportunities, remuneration, promotions, relocation, and potential development. Respect every person’s individuality and human dignity. Disassociate from human rights violation. Maintain the working environment to be in excellent and safe conditions for associates’ physical well-being and properties, as well as open the channels for filing complaints in case there is any unfair treatment as opposed to the system and processes being put in place.|
|Customers :||Deliver good-quality products and services that meet clients’ expectations at reasonable prices. Provide adequate, accurate, and timely information to match with clients’ organizational contexts. Strictly abide by any conditions towards clients and deal with clients with politeness and effectiveness. Arrange appropriate channels for clients to file complaints regarding quality, quantity and safety of products and services, as well as provide advice on how to use the Company’s products and services.|
|Suppliers :||Treat suppliers with equality and always be aware of mutual interests. Develop and maintain healthy relationships with suppliers and nurture trust between both parties. The Company has laid out clear regulations on the procurement process and strictly forbidden the request for or payment of any interests deemed dishonest towards suppliers. Also, the support of Anti-Corruption and operating the business responsible for economic, social, and environmental issues, including ethical sourcing and respect of human rights, have been implemented continually.|
|Creditor :||Strictly comply with any conditions required by creditors. Effectively utilize loans for the right purposes and avoid mismanaging the fund on activities that can cause damages to the Company. According to the agreement, monitor the payment of loans and interests to creditors by the due date and completely comply with the loan covenants. If failure to comply with such conditions, the Company will keep creditors informed ahead of time to find solutions mutually.|
|Competitors :||Operate the business under fair competition rules and avoid attempting to seek confidential information of competitors via any dishonest or inappropriate means, and never attempt to damage competitors’ reputation by making untrue allegations.|
|Society, Communities, and Environment :||Operate the business that contributes to the benefits of the economy, society, and environment. Place focus on preserving customs and traditions of the locality where the Company’s units operate. The Company is firmly determined to behave as a good citizen and comply with the rules of law and relevant regulations. In support of such policies, the Company will continuously hold activities that are beneficial to the public. At the same time, intensively and continually cultivate a sense of responsibility for associates in all levels towards the society, community, and environment to sustain it as the critical element of the corporate culture.|
The Company is committed to managing personal data concerning privacy information of customers, suppliers, and associates as well as comply with the regulations as stipulated by laws, along with strict supervision of both documents and operating system to ascertain safety, steadiness, and transparency of customers’, suppliers’, and associates’ privacy information. To accommodate the usage of the Personal Data Protection Act B.E. 2562 which will be enforceable by law in 2022, the following actions have been taken:
The company appointed a Personal Data Protection Committee to manage and prepare the operational framework by analyzing and improving operating procedures and determining the policies and practices as stipulated by laws. The Personal Data Protection Committee consists of the following:
Name - Surname Position 1. Mr. Weerapan Ungsumalee Chairman of the Committee 2. Ms. Sudapa Chamod Committee 3. Ms. Wannee Juntamongkol Committee 4. Ms. Siriwan Paimsethasin Committee 5. Mr. Nitat Aroontippaitoon Committee 6. Mr. Aryuratas Chai-anan Committee 7. Mrs. Kamonthip Amornariyakul Committee 8. Ms. Surangkhana Chaiprasart Secretary and Committee
To elaborate, Mr. Weerapun Ungsumalee, who has knowledge and experience in the field of information technology, is the Chairman of the Corporate Data Privacy Protection and the representative of the Board of Directors in managing data privacy.
- The Personal Data Protection Committee has a duty to determine policies and operation plans for personal data protection to achieve standard operating procedures and abide by the law.
- Determine the procedures concerning objectives, conditions, announcements, consent, agreements, gathering, usage, and personal data disclosure as stipulated by laws along with supervising, giving recommendations, supporting, promoting and reviewing policies for implementation.
- The Personal Data Protection Committee has appointed a Data Protection Officer who has the authority to supervise and audit the collection, usage or disclosure of personal data to comply with the order of the Data Controller including risk assessment, handling of requests and complaints.
- The Company employs high security systems in both technology and processes to prevent cybercrime of confidential information and develop personnel at all levels to ensure that the Company has standard persanal data security with measures such as firewall and intrusion detection software, using Data Encryption technology, installing Scan Virus software for effective virus protection. Including determining the level of the authorization according to the level of associates. Further details can be found in the Personal Data Security Policy on the Company’s website, Facebook, and Line Application.
Data Privacy Safety Statistics
|Number of complaints on personal data breach||0||0||0|
|Number of complaints on personal data breach from third party regulators||0||0||0|
Procedure to manage after Data Breach
The Company has clear procedure in place to respond to the personal data breach. When data breach occurs, the Internal Audit department along with security incident response team will investigate the root cause, prepare risk management plan to mitigate the risk in case the personal data breach may affect all stakeholders, and report to the Personal Data Protection Committee as well as report further to the Audit Committee and take precaution to prevent future breach.
The Company appoints the Risk Management Committee that coordinates with the Personal Data Protection Committee to supervise and prepare the business plans by analyzing and developing the business framework to support future technology. The Company continually allocates resources and develops information technology related to the Company’s business. Besides, the Company emphasizes confidentiality of data as the Company involved with multi-parties: customers, suppliers, etc., by determining authorization for different levels and responsibilities of associates and set up the information technology security protocol such as back up site. Also, the Company determines Policies and Guidelines on information technology as follows:
- The Company complies with relevant law, regulation, discipline, and standards related to information technology such as NNT Security Control Guide, one of the global practice which is in line with the standards of Center for Internet Security (CIS), North American Electric Reliability Corporation (NERC), National Institute of Standards and Technology (NIST) and PCI Security Standards Council.
- The Company establishes an information technology security system to ensure the confidentiality, creditability, and data availability. Furthermore, the Company has a protocol to prevent the inappropriate usage of data or data editing without authorization by determining authorization for associates’ different levels and responsibilities.
- The Company has considered the risk of information and technology and determined measure to manage the risk such as providing Help Desk and Hotline as part of the reporting system, training sessions on preliminary problems solving and reporting system according to the level of severity for the responsible and related persons to ensure business continuity.
- The Company has Cybersecurity insurance policies, which intend to cover a variety of both liability and property losses that may occur when a business engages in various information technology activities, such as selling on the internet or collecting data within its internal electronic network.
- The Company properly allocates and manages resources related to information technology by determining criteria to identify information technology priorities, consistent with business strategies, urgency, business model alignment, etc.
The Company focused on responsible marketing communication and the privacy of customers’ information, particularly through PR activities or online communication through social media. The Company respected customers’ privacy and gave them a choice to unsubscribe news (opt-in, opt-out) and data as well as maintained the information accuracy. Moreover, the Company continued to monitor the information to ensure the message is correct. Cyber risk prevention and management can be detailed as follows:
- To conduct a screening and access authorization only for authorized persons to ensure proper access, implementation, provision, and information back-up.
- To set forth a cycle of system inspection, task relevant staff with operation system control and unforeseen problem-related solutions, and continually perform state-of-the-art hardware and software development to cope with a new type of cybercrime and prevent access to information responsible by an unauthorized person.
- To perform a Cyber Security Drill and devise an emergency plan in case of system breakdown as Disaster Recovery Plan (DRP). The drill is yearly executed to address an issue promptly, lessen the damage to the Company’s information system and ensure the continuation of the Company’s operation.
- The formulate the Business Continuity Plan (BCP) mainly related to information and Cyber Security Risk and test semi-annually. A clear escalation process is available for associates to follow if any suspicious event occurs according to the Level of Severity (Abnormalities to Crisis). Alerting systems and communication channels are also in place.
- To install a firewall system and equipment and monitor a threat surveillance system, both at the head office and stores. A monthly meeting ensures that a new threat is monitored and inspected. Simultaneously, an attack report and a solution’s outcome are discussed as part of the information to devise a preventive measure.
- To perform a penetration testing and vulnerability assessment regularly to assure the current protection system’s effectiveness.
- To roll out an information security management in accordance with international standard such as ISO/IEC 27001 (Information Security), which is a standard guideline of Information Security Management System (ISMS)
- To enhance a continual awareness of safety cyber pertaining to a threat, prevention and related IT laws amongst the workforce through all internal communication channels and training. Similarly, E-learning training allows associates to access the system regardless of location and time, and an assessment ensures that the online learning tool will be improved for better use. Associates at all levels can partake in this educational program.
- The Company also continuously provides knowledge on data protection and information technology management, as well as cultivates associates to recognize the importance of Cyber Security system. The knowledge and information are passed to every associate in the Company through ICT News Email 2 times per month.
Statistics of data leakage in Information Security
|Amount of leaked data||0||0||0|
|Amount of leaked customer data||0||0||0|
|Number of customers affected by data breach||0||0||0|
|Money amount fined from data breach||0 Baht||0 Baht||0 Baht|
For further detail regarding Cyber Security Policy, please find on the Company’s website at http://hmpro.listedcompany.com/policy_document.html
The Company has imposed regulations to all associates to perform duties under the rules regarding rights in intellectual property such as trademark or any other intellectual properties identified by law. For instance, the use of licensed computer programs, whereby all programs must pass the qualifications, be copyrighted, and be installed by the Information and Communication Technology (ICT) Department only. Also, associates are advised to thoroughly check before using any information to determine whether it violates others’ rights in intellectual properties. Moreover, associates are encouraged to have knowledge and understanding regarding legal regulations and potential damage caused by the violation of Intellectual Property rights.
Besides the prevention of intellectual property violations, the Company develops products under the Company’s private brands. Thus, the Company has the policy to protect its intellectual property by registering those intellectual properties such as a trademark patent. In case of intellectual property violation, the Company will prosecute those who violated.
Complying with the rules of law is the significant foundation of the Company’s business operations. This includes domestic law, international law, customs, traditions, and cultures relevant to the operations. The focus is on the enhancement of the standard practice to be above what is regulated by law
The Company respects the protection of human rights and supports international principles and goals such as the Universal Declaration on Human Rights and the International Labor Organization (ILO)’s Declaration of Fundamental Principles and Rights at Work and, thus, ensures that the Company’s business is not involved in any infringements of human rights, e.g. forced labor, child labor and has standard working hour according to labor law. It emphasizes respect and fair treatment towards all groups of stakeholders based on human dignity, regardless of origins, race, gender, age, skin color, religion, physical condition, status, and nobility along with promoting the compliance of human right principle within the organization. The Company has also put an internal monitoring system regarding human rights protection that is up to the international standard to protect all stakeholders from possible damages from violation of human rights caused by the Company’s business operations. In case compensation is considered, it will not be lower than the rate determined by law.
The Board of Directors strongly emphasizes that disclosure of accurate, complete, transparent, and timely information is of utmost importance to investors and related parties for financial statements and other critical information that impacts the Company’s stock price. Disclosure of information was done via the Stock Exchange of Thailand’s channels and the Company’s website for investors and all stakeholders in Thailand and internationally to regularly obtain reliable and adequate information for their decision.
The Company normally arranges a quarterly session for announcing the operating results to analysts, investors, and interested shareholders. Also, it publishes Investor Releases quarterly, and extra analyst meetings can be held in case of significant matters arise.
Investors Meeting and Company Visits
The spread of Coronavirus (COVID-19) caused many activities to change the format. Physical meetings are changed to Web Conference meetings. However, the Company opens the opportunity for securities analysts, shareholders and institutional investors, both local and international, to meet with the management team via Video Conference consistently. This allows investors to be informed of operational performance, impact of COVID-19, strategic plans, growth direction and other important situations that may occur throughout the year, as well as having their questions answered.
In the past year, the Company has organized the following activities:
- As a result of the COVID-19 pandemic, meetings
with investors have been shifted to the Virtual
Platform, a total of 85 events.
- 38 virtual conference call event, arranged by local and international securities firm.
- 47 One on One Virtual Conference.
- 4 Opportunity Days (for listed companies to meet with investors) organized by the Stock Exchange of Thailand on March 19th, May 10th, August 19th, and November 5th, 2021 with investors and the media in attendance.
- 4 Analyst Meeting with local analysts both in room and Virtual Conference.
Press Conference and Media Relation
In 2021, the Company arranged one press announcement on the annual business results of 2020, business plan and outlook of 2021. There were 4 press releases provided to the media informing business progress on a quarterly basis as well as other marketing events throughout the year.
The Board of Directors facilitates and promotes 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 the training schedule. DAP or DCP trainings are considered mandatory.
The Board of Directors and Executive Committee have a regular meeting every month and may have an extra meeting as necessary. The executives could attend the Board of Director Meeting in appropriate agenda. In order to conduct a Board of Directors’ meeting and vote in the meeting, the Company requires a quorum of two-third of the directors to participate. The schedule of the Board of Director meeting and the sub-committee’s meeting for the whole year are defined in advance, and the calling notice for meeting with the agenda of the meeting will be sent at least 5 working days in advance for the directors to prepare prior to the meeting.
During the meetings, the Chairman sufficiently allocates time in explaining important issues, encourages every director to express opinion creatively and independently, and uses discretion carefully. Besides, the Company Secretary will record the minutes of the meetings. The directors, who have a conflict of interest in any issue, will be absent and have no right to vote on that issue. Meeting documents, meeting minutes as well as related information and documents shall be wholly kept in a safe place and recorded into the electronic files along with the original copies.
In addition, the Board of Directors has determined that non-executive directors can conduct meetings among themselves as appropriate. No executive directors participated in such meetings to discuss various issues related to management that have material impact to the Company. In 2021, there was a meeting of non-executive directors 1 time on December 28, 2021. The purpose of this meeting was to examine the overall organization management, material issues that could have impact on the business and required improvement, and self-evaluation of the Board of Directors, SubCommittee, and Managing Director.
The Board of Directors shall be updated regularly on any change in laws, rules, and regulations, and important guidelines, movement on industrial information and good corporate governance guideline so that the performance as the Board is in accordance and updated with the laws, regulations, and sound principles and guidelines.
The Board of Directors supervises the management to monitor and assess the company’s financial position as the important agenda to report to the Board of Director’s meeting on a monthly basis. The Board of Directors and Management will jointly find the solution immediately when there is a weak sign of liquidity and repayment ability. None the less, the guidance to solve this issue must be reasonable and fair to all concerned, including complying with the concerned rules and regulations such as the disclosure rule.
In 2021, there were 12 Board of Directors meetings, and Sub-Committee meetings: 12 Executive Committee meetings, 12 Audit Committee meetings, and 2 Nomination and Remuneration Committee’s meetings, and 1 Non-Executive Directors meeting.
The Company has a policy of evaluating associates that are fair to all associates. The performance evaluation is separated according to the type of work performed twice a year to regularly reflect the performance results. For example, to appraise associates involves taking care of corporate image, which includes operation division, customer satisfaction d ivision, and corporate communication. There will be the evaluation of customer satisfaction and engagement toward the Company brand and proportion of PR expense to total sales, which will be taken as the factors to calculate the welfare apart from salary base. Including appropriate treatment for associates in terms of opportunities and compensation that are consistent with the Company’s performance both in the short term, such as bonuses according to the Key Performance Indicators (KPI), Objective and Key Results (OKR) and operating results of the Company each year and in the long-term, such as the Employee Joint Investment Program (EJIP) which will ensure that the Company will be able to attract, develop potential, and retain associates with good performance to have the motivation to work. In a market situation with high competition, associates will be offered compensation at appropriate rates and in line with market guidelines for the main compensation component. In addition, the Company also uses 360 Degree Feedback to evaluate and rank the performance of associates
The company provides remuneration at a rate not lower than the minimum wage stipulated by the law. One of the determinants for determining the remuneration structure is the principal connectivity between job levels and job value. In addition, range structure, the span between the minimum and maximum base salary an organization will pay for a specific job or group of jobs, has also been applied with the following rates: lowest, median, and highest.
In determining wage structure, the company conducts surveys and benchmarks compared to organizations in the labor market within the retail and outside retail industry. Furthermore, the company also considers salary proportion and other income so that it is appropriate, competitive to the market, and sufficing the well-being of the associates and their families (Living Wage) Principles.
The Company has a policy towards its associates as follows:
- The Company treats the associates with politeness and respect to individual and human dignity.
- The Company has fair remuneration to the associates.
- Assign and transfer the position, including reward and punishment to the associates shall be made with honesty and based on the associates’ knowledge, ability, and suitability.
- The Company emphasizes the importance of knowledge development and associates’ competency by providing opportunities regularly.
- The Company regularly preserves the working environment to be safe for associates’ life and properties.
- The Company opens to associates’ opinions and suggestions based on associates’ professional knowledge.
- The Company strictly complies with labor laws and any regulations related to the associates.
- The associates are allowed to file complaints to the Company if the associates are mistreated through the given the specified system and procedure.
- The Company respects associates’ rights in joining collective groups of their free choice and does not prevent associates from forming a union or joining other labor unions.
According to the notification of Capital Market Supervisory Board regarding Establishing Compliance Unit of Business Operator which applies to the person licensed to undertake the following businesses: (1) securities brokerage, (2) securities dealing, (3) securities underwriting, (4) mutual fund management, (5) private fund management, (6) being derivatives broker, (7) being derivatives dealer, and (8) being a derivatives fund manager. The notification stipulated that the business operator shall arrange to have the compliance unit responsible for monitoring the business operator’s compliance with good governance.
The Company have a dedicated Compliace Unit by the legal department for external affairs and Internal Audit for internal activities on top of assigning each department and division to manage on its own, for examples, compliance on business licenses, legal compliance, and compliance related to the Stock Exchange of Thailand and the Securities and Exchange Commission will be taken care by the Legal Department; compliance on the standard operations of the branches will be the responsibilities of the Branch Operations Division; and there is also the Internal Audit Department that will audit each department’s operations to ensure standardized practices as a whole.
To promote the procedures of good governance, the Company has an internal audit to review and follow up the result of work performing to the executives by performing its tasks independently and reporting the results to the Audit Committee directly and regularly. The chief of internal audit is Mr. Aryuratas Chai-anan, Vice President of the Internal Audit department appointed by the Audit Committee.
Moreover, there is an appointment to an auditor who passes a consideration from the Audit Committee to evaluate the effectiveness of the internal control in accounting. The resolution of shareholders’ meeting of 2021 approved to appoint Mrs. Gingkarn Atsawarangsalit, the auditor with certified license no.4496 of EY office company limited, to be the Company’s and subsidiaries’ auditor of 2021. In this regard, the auditor has no direct and indirect benefit or conflict of interest, including not being a debtor, creditor, executives, major shareholder, or does not be related to the aforementioned person. The auditor is independent and has acceptable qualifications as approved from the Securities and Exchange Commission.
The company’s policy is to operate the business with honesty, openness, transparency, and fairness. Directors, executives, and all associates are not allowed to do any business that is considered to compete with the Company’s business. They are advised to avoid making transactions related to oneself, individuals, or juristic persons that are prone to have conflicts of interest with the Company. The Board of Directors is responsible for ensuring strict compliance to the criteria, procedures, and disclosure of any inter-related transactions regulated by laws or the Corporate Governance Office.
In case the so-called inter-related transactions are necessary or unavoidable, such transactions must be in line with the condition of a general business transaction as approved by the Board of Directors on a transparent and fair basis. This is to be regarded as if a transaction was always made with the external party with the Company’s utmost interest. Stakeholders must not get involved in considering to approve the transactions in which they have conflicts of interest. On the other hand, in case the inter-related transactions which are not in accordance with the general business transaction approved by the Board of Directors, and might possibly generate conflicts of interest, such cases must be investigated and opined by the Audit Committee, prior to the proposal to the Board of Directors or shareholders for approval.
- Report of related-party transactions : Directors and executives are required to report for the related-party transactions declaration form for the accounting period ending December 31 every year in order to demonstrate transparency and cautiousness in doing any transactions. The Company Secretary Office will hand out this declaration form and compile all the information.
- Disclosure of directors, executives, and related parties’ conflicts of interest : The report is due to be prepared within 30 days after the date of assumption of duties and to be reported annually as of December 31. For cases taking place during the year, directors, executives or any related parties have to make transactions, either directly or indirectly, with the Company or its affiliates, such activities must be declared to the Company for the type of contract that being made, name of the partner of the contract and any interests eligible to the directors or executives, in order to ensure transparency in making such transactions. Throughout the year 2021, there were no board of directors, management or related parties who have transactions or conflict of interests with the Company.
- Report of Conflicts of interest : Directors and executives are required to report their own and related parties’ transactions if the interests are related to the Company’s management and administration according to the criteria, conditions, and procedures regulated by the Securities and Exchange Commission. The Company Secretary Office will compile the information and submit a copy of this conflict of interest report to the Chairman of the Board and the Chairman of the Audit Committee, which is to be reviewed within 7 days after receiving.
- Disclosure of strategic shareholder information : The Company is responsible for preparing the share distribution report on a free-float basis by individual minor shareholders or shareholders who are not involved in directing or managing the Company (Strategic Shareholder). The proportion of the free float shares is considered a significant factor in determining the Company’s liquidity of share trading transactions. This benefits all shareholders and investors so that they can conveniently purchase or sell their shares. Also, reasonable price is also another appealing factor for those who are interested in investing in the Company.
In 2021, the Company had not received any complaints regarding acts of violation of Conflicts of Interest conducted by directors or executives.
The Company places great emphasis on operating the business with morality, taking business ethics as a way of practice, and an excellent guiding principle for directors, executives, and all associates to follow to encourage effectiveness and transparency. This would create trust and acceptance in the Company’s transparent operations, as well as sustainably and fairly create values to all stakeholders. The Board of Directors has initiated the “Code of Conduct” as part of the Company’s “Good Corporate Governance” principles, which can be downloaded from the Company’s website.
The Code of Conduct comprises policies and ways of practice in 6 different perspectives that reflect the Company’s values in business operations. Directors, executives and associates are expected to adhere to and abide by the following topics:
- Principles of business operations
- Conflicts of interest and confidentiality
- Responsibility towards the Company and its assets
- Stakeholders management
- Supervision on business ethics compliance
- Receipt of complaints regarding corporate governance and business ethics
This manual has been distributed to all directors, executives and associates to encourage the execution of a code of conduct and can be used as a reference. Assuming that everyone has accountability to acknowledge, understand and strictly comply with the policies and protocols stated in the codes of conduct. Everyone will be evaluated the execution of the code of conduct via performance evaluation yearly. The Code of conduct was integrated and communicated into the Company’s culture (HomePro Culture). The Company has published this manual on the website under the good governance topic for shareholders, investors, and interested individuals’ convenient access.
The Company has consistently been placing great significance on equipping knowledge and understanding of good governance and business ethics. The Board of Directors has been working to ensure that communication on such matters is sufficient to encourage adhering with such policies, as seen from incorporating the good governance topic and business ethics as one of the orientation agendas for directors and associates. In 2021, there were 24 orientation sessions for associates. In the past year, there is no case of major ethical wrongdoing by associates of the Company. However, in case of wrongdoing by associates, the Company has the following disciplinary action in place as following;
- Verbal warning or warning letter
- Punishment by:
- Wage reduction or demotion
- Job suspension
- Withholding of annual bonus
- Not providing pay raise
- Requesting for resignation