1. GOOD CORPORATE GOVERNANCE POLICY
he Board of Directors always gives significance to good corporate governance business operation, good governance management, transparency, accountability, protection of shareholders’ rights, and consideration on the benefits of all stakeholders. The Company has formulated the good governance policy, the business code of conduct, and the code of conduct for directors, executives, and employees, all of which have been annually revised. In 2018, the Board agreed to study and review the policies by utilizing the corporate governance guidelines for listed companies 2017, developed by The Securities and Exchange Commission (SEC). Regarding the practice, the Company already has its own apparent guidelines, and some of which are currently being studied and developed in accordance with the Company’s activities to establish long-term business value in the future.
The Company has these regulations communicated and disclosed to directors, executives, and employees through all of the internal communication channels and the Company’s website for acknowledgement and as guidelines to follow. Ethical activities, orientation, and other courses has also been provided. The implementation of the policy is monitored by the internal audit office and the corporate affairs department in order to report to the Risk Management Committee, the Audit Committee, and the Board of Directors for acknowledgement regularly. Moreover, as Mono Technology Public Company Limited highlights the importance of policy and practices on anti-corruption and risk assessment as well as keeps follow up with the monitor of business operating systems, the Company has certified a membership of Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC).
In this regard, the Company was rated a five stars or excellent level by the Corporate Governance Report Evaluation (CGR) among Thai listed companies in 2018 and received a full score on the assessment of the Annual General Meeting of Shareholders by Thai Investors Association.
The corporate governance guidelines the Company highlights are as follows:
- The Board of Directors, executives, and personnel shall emphasize and comply with Corporate Governance practices, business ethics, and code of conduct applicable for directors, executives, and employees.
- The Board of Directors, executives, and employees shall perform their duties with dedication, accountability, caution, and honesty under the regulations of the Company and related guidelines.
- The Company shall realize the responsibilities to supervise the Company to attain good governance and determine objectives, strategies, working policies, and resource allocation along with performance reports and disclosure of information.
- The Company shall establish an apparent company structure by appointing sub-committee as appropriate to review the matter as well as defining the scope of work of each committee and clarifying the responsibilities of Chairman and Chief Executive Officer.
- The Company shall establish an appropriate level of internal control system and risk management.
- The Company shall prudently consider matters related to conflict of interests with emphasis on the Company’s interest.
- The Company shall prioritize rights and equitable treatment of shareholders. This likewise includes a convenient communication channel between the Company and the shareholders.
- The Company shall realize sustainability value creation, business ethics, and responsibilities toward all stakeholders, society, and environment. This further includes responsive economical adaptation, innovation promotion, and technological implementation to enhance competitiveness and meet the customer’s needs.
- The Board of Directors shall disclose sufficient, accurate, and reliable information of the Company regarding financial and non-financial information.
- The Company shall promote anti-corruption, human rights, and non-infringement of intellectual properties.
- The Company shall cultivate values, virtues, ethics, and consciousness toward employees to have a mutual understanding and apply it as the organizational culture.
Corporate Governance Policy covers five parts as follows:
- Rights of Shareholders
- Equitable Treatment of Shareholders
- Role of Stakeholders
- Disclosure and Transparency
- Responsibilities of the Board of Directors
Compliance with the Policy
The directors, executives, and all employees must acknowledge, understand and strictly comply with Corporate Governance Policy, Business Code of Conduct, and Code of Conduct for directors, executives and employees. As a compulsory compliance, there shall be no such claim that these stipulated policies have been unknown. The Company’s executives shall ensure that their subordinates acknowledge, understand, and seriously comply with these policies. The Company has also stipulated the monitoring measure and disciplinary punishment in case of infringement or noncompliance with the Company’s policies.
Complaint Consideration and Acceptance
To ensure good corporate governance in our business operation, the Company has established communication channels for its corporate governance (CG Hotline) through which complaints, comments, suggestions and whistle blowing about suspected wrongdoing at work can be made. The employees and other stakeholders can communicate their concerns about illegal or unethical practices by persons within the Company via five communication channels of “CG hotline”
(3) The Company’s website or email to email@example.com
(4) Written submission to the Company Secretary by mail or in person.
(5) Email to the Company’s three independent directors who are the member of the Audit committee
To gain confidence of those expressing their concerns via CG Hotline or whistle blowers, the Company shall keep the source of such information confidential. The Company has written procedures for acknowledging and investigating such concerns which shall involve only authorized persons and the relevant persons. The whistle blowers who are the Company’s employees shall be guaranteed that their protection shall be taken and no action shall affect their work status.
In order to prevent and minimize unnecessary investigations that is not beneficial to the Company’s operations and management and leads to the waste of the Company’s resources, the Company Secretary together with the Audit Committee shall only investigate complaints that are considered beneficial to the Company’s operations and management or related to the protection of the rights of shareholders and stakeholders before reporting to the Board of Directors, as follows :
(a) Complaints or information that are useful for investigation of possible fraud or illegal practices of the Company or its directors or executives or employees that may cause damage or loss to the Company
(b) Complaints about laws, rules and regulations with which the Company must comply
(c) Complaints about the Company’s operating and accounting policies which have already been set out
(d) Complaints about transactions that constitute conflicts of interest or related party transactions as specified in the Notification of the Capital Market Supervisory Board (CMSB) or SET
(e) Complaints about the Company’s financial statements and financial information
(f) Complaints about the Company’s operations and operational results
(g) Complaints about infringement on human rights, intellectual properties or copy rights as well as incidents or matters involving corrupt conduct
(h) Complaints about other additional items as specified by the Board of Directors or the Audit Committee.