EN TH

To be a leading value-oriented integrated energy company in Asia-Pacific

Slide Left Slide Right

The Company has been operating its business by adhering to the good corporate governance principle in order to constantly improve its corporate governance excellence. It, meanwhile, adheres to the business ethics and anti-corruption in all forms. The Company believes such practices will create and strengthen trust among its shareholders and stakeholders that will drive the organization towards success and its ultimate goal which is sustainable growth of the Company, local community, society and the nation.

1. Rights of Shareholders

 

The Company realizes the importance of and has intention to seriously protecting shareholders' rights which reflects its respect for and commitment to protect shareholders' basic right and ensure that they receive the rights. Board of Directors and the Management have closely monitored and ensured that the "Shareholders Policy" which has been implemented since 2007 has always been respected and executed. Throughout 2016, the Company has not found any event or action that suggests the infringement of shareholders' rights.

  1. Right to Share Ownership Registration or Transfer

    The Company appointed Thailand Securities Depositories Company Limited (TSD) as its registrar responsible for the Company's share deposit, collecting and updating shareholders' information and provides services to shareholders, such as issuing, depositing, withdrawing and transferring of share certificates, as well as remitting benefits to the shareholders. Shareholders can contact TSD directly at the TSD Call Center at +66 2009 9999. At present, TSD offers online service through Investor Portal. Shareholders can apply for the service at http://www.set.or.th/tsd/en/investorportal/investorportal.html

  2. Right to Receive Dividend

    The Company has consistently paid dividend to its shareholders every year since the Company's inception. A continuous monitoring found a certain amount of accrued dividend payment that shareholders have not yet received. The Company has contacted the shareholders based on existing contact details by sending a letter to inform the shareholders of the procedure and how to receive the dividend as well as facilitating shareholders on cheque reissuing in case of loss or expiration. The Company also assisted the heirs of the shareholders on share transfer in case the shareholders passed away. Shareholders are also encouraged to use e-Dividend service for convenient, fast and safe dividend receiving. At the Shareholders' Annual General Meeting Year 2559 (B.E.), the Company used the "Record Date" of 4 March 2016 for shareholders to receive the right to participate in the shareholders' meeting and receive dividend. This follows Article 255 of the Securities and Exchange of Thailand Act. Under the Record Date method, book closing took place on 7 March 2016. Shareholders whose names appeared on the book had the right to attend the Shareholders' Annual General Meeting Year 2559 (B.E.) on 7 April 2016 and received dividend on 27 April 2016. The preparation of the list of shareholders who have the right to receive dividend has been done in accordance with the SET's recommendation.

  3. Right to Appoint, Terminate and Set Remuneration for Directors

    The Board of Directors has nominated directors to the shareholders' annual general meeting to elect new directors replacing the vacant positions due to rotation of office and proposed directors' remuneration for the meeting to approve. Details are stated in Management Structure.

  4. Right to Appoint Auditor and Set Remuneration

    The Company's regulation requires the Board of Directors to propose to shareholders at the shareholders' meeting for the appointment of auditors and the amount of auditors' remuneration.

  5. Right to Attend Meetings

    The Board of Directors and the Management have the responsibility to ensure that the shareholders meeting is compliant to the laws, transparent, fair and equally benefits all shareholders and stakeholders in accordance with AGM Checklist prepared by Thai Investors Association, the Listed Companies Association and the SEC and the SET. This is to allow shareholders who are the owner of the business to participate in the shareholders' meeting every year in order to be involved in significant decision making, get updated of the Company's performance and review the performance of the Board of Directors and Management.

    In 2016, the Company held one shareholders' meeting-the "Shareholders' Annual General Meeting Year 2559 (B.E.)" In organizing the meeting, the Company strictly followed the preset rules, maintained quality and efficiency of the meeting and encouraged shareholders to exercise their rights to attend the meeting. There were 1,394 shareholders attending the meeting in person and by proxy, representing 69.66 percent of the total shareholders, and the Company has managed and facilitated the shareholders during the meeting as follows:

    • Meeting date and time: The Company held the meeting on Thursday 7 April 2016, starting from 2 p.m. and ending at 4.20 p.m., totaling 2.20 hours. The registration was opened at 12.00 p.m., two hours before the meeting time. To allow shareholders to make decision whether to attend the entire meeting or only specific sessions, the Company allowed shareholders to register after the meeting began until the meeting adjourned. The Company did not limit the shareholders' right to attend the meeting and vote on the agenda under consideration and that resolution was not yet made.
    • Venue: The meeting was held at the World Ballroom, 23rd Fl, Centara Grand and Bangkok Convention Center, Central World, 999/9 Rama 1 Road, Pathumwan, Bangkok. The meeting venue is easily accessed through public transport system, which provides great convenience for shareholders to travel to the venue. The place is big enough to accommodate a large number of participants.
    • Facilities: The Company fully provided meeting facilities, including audio-visual equipment to support presentation on meeting agenda, computer and barcode system that enables fast shareholder registration and accurate and transparent ballot.
    • Identification: Identification documents that shareholders have to present to attend the meeting are checked by the persons appointed by the Chairman of the Board of Directors. Identification document checking is done in simple process and in the procedure as informed earlier in the meeting notice.
    • Meeting attendance: In the Shareholders' Annual General Meeting Year 2559 (B.E.), 1,394 shareholders and proxies attended, accounting for 69.66 percent of the total saleable shares, which constituted a quorum according to the Company's Articles of Association. The Chairman of the Board of Directors acted as the meeting's chairman according to the Company's Articles of Association. All directors and all Committees attended the meeting (100 percent). The Management, auditors and legal advisors also attended the meeting to provide addition information and answer questions.
    • Meeting invitation: The Company sufficiently and completely informed the shareholders of the date, time, venue and agenda together with details and the Board of Directors' opinions on each agenda via the SET's system before the morning trading session on 19 February 2016, which is the day after the Board of Directors resolved to hold the shareholders meeting. The Company advertised the notice of Shareholders' Annual General Meeting Year 2559 (B.E.) in Thai and English-language newspaper on 25-27 March 2016, which are three consecutive days and no less than three days prior to the meeting date as required by the Company's Articles of Association.
    • Meeting notice: The Company published on the Company's website on 26 February 2016, 41 days prior to the meeting date, the Shareholders' Annual General Meeting Year 2559 (B.E.) meeting notice with supporting documents, in Thai and English (the same as that delivered to the shareholders in Thai only.) TSD, the Company's registrar, distributed the meeting notice to shareholders on 16 March 2016, 22 days before the meeting date according to the legal requirement and good corporate governance principle that demand listed companies to send meeting notice to shareholders at least 7 days and 21 days respectively prior to the meeting. The meeting notice provided date, time, meeting venue, together with a map, meeting agenda which is arranged according to their priority, background, reasons and key issue of each agenda item for consideration or acknowledgement. The Company informed the shareholders in the meeting notice and on its website that they were encouraged to ask questions or ask for more information about the topics stated in the meeting agenda, and/or provided advices and opinions that are useful for the Company's operation prior to the meeting date through post or fax to the Company Secretary or email to CS@ratch.co.th. The Company would then clarify or provide additional information at the meeting. In the Shareholders' Annual General Meeting Year 2559 (B.E.), no shareholder sent in question or suggestion to the Company prior to the meeting.
    • The meeting: Before the meeting began, the Chairman of the Board of Directors as the chairman of the meeting announced the quorum, assigned the Company Secretary to record and prepare the meeting minutes, and introduced the directors, executives, auditors and legal advisors attending the meeting. The Chairman also declared all the meeting procedures including voting rules for each agenda and vote counting to meet with the shareholders meeting regulations of listed companies designed by the SET and to ensure that all shareholders clearly understand all the details as earlier informed in the meeting notice. The Chairman also announced the resolution of each agenda right after discussion.
    • Voting: The Company prepared separate ballots for each agenda for each shareholder who already received such documents at registration. Voting process was made simple. The chairman asked the meeting to raise hands if disagree or do not wish to vote so that the Company's staff members would collect their ballots. Computerized and barcode systems were used in vote counting.
    • Checking for transparency, accuracy and completeness: The Company invited a representative from its legal advisor to act as an independent inspector to check on different areas, including the shareholders' or their proxies' identification document, the quorum, stakeholders who do not exercise their voting rights and vote counting to ensure that the vote counting process comply with the Company's rules and the rules announced by the chairman.

      The inspector also ensured that all ballots were collected from all shareholders attending the meeting, especially for director appointment session, and that meeting resolutions and vote counting were correct.
    • Running the meeting according to agenda: The Company has never abruptly informed the meeting of additional significant information, added new agenda for approval, or changed significant information without prior notice. The matters proposed to the Shareholder's Annual General Meeting Year 2559 (B.E.) all complied with the legal requirements. The Chairman of the Board of Directors who acted as the chairman of the meeting controlled the meeting process in the same order as informed in the meeting notice without switching agenda necessity for the shareholders to study the information before making decision and strictly adheres to a principle of not taking any action that will infringe or derogate the right of the shareholders.
    • Running the meeting on each agenda: After providing sufficient and complete background, details, full information for each agenda and recommendation as stated in the meeting notice, the meeting chairman allocated appropriate time for discussions that would encourage the meeting attendants to ask questions for the Board of Directors and the Management to clarify for full understanding on related matters. The meeting chairman then asked the meeting to vote.
    • Director election and remuneration Approval: are treated as two different agendas and are voted separately. Individual vote was arranged for each new director election.
    • In each agenda voting, the Company provided ballots for each shareholder. A computerized system was used to provide convenience for vote counting.
    • Meeting resolution announcement: After the vote counts, the meeting chairman reported voting results by dividing into "agree", "disagree" and "abstention" votes.
    • Consideration of other agenda (if any): The Board of Directors allowed for other agendas (if any) in order to provide opportunities for the shareholders to propose additional issue other than those set in the meeting agenda. According to the Company's Articles of Association, to propose a new agenda for the shareholders' meeting to consider, the shareholders who propose the new agenda must represent no less than one third of the saleable shares. In the Shareholders' Annual General Meeting Year 2559 (B.E.), no other agenda was proposed for voting. Only some recommendation and questions about the Company's operations were raised as recorded in the meeting minutes.
    • Meeting resolution publishing: The Company submitted the resolution of the Shareholders' Annual General Meeting Year 2559 (B.E.), including voting results of each agenda which specified in detail the agree, disagree and abstention votes, and their percentage, to the SET by post and through SET's system before the morning trading session on 8 April 2016.
    • Meeting minutes: the Company Secretary, as assigned by the Chairman of the Board of Directors, recorded and prepared meeting minutes in writing by clearly and adequately recording essence of each agenda, questions by the shareholders and clarifications by the Board of Directors and Management, the recommendation from the meeting, and the meeting resolutions, including detailed voting results and percentage in all categories. The Company submitted the complete minutes signed by the chairman of the meeting to SET, SEC and the Registrar (the Department of Business Development) for auditing and reference. The minutes was published on the Company's website on 20 April 2016 (before the 14-day deadline required by law), to offer opportunities for shareholders to express their opinions without waiting for the next meeting. Shareholders did not ask the Company to amend, add or adjust the minutes.
    • Meeting quality improvement: The Company arranged a meeting evaluation form to collect opinions and recommendations from the meeting attendees on the meeting notice and annual report, facilitation to the shareholders, meeting arrangement and meeting minutes. The information collected is used for further improving the arrangement of shareholders meeting in order to ensure transparency, efficiency and benefits to both the Company and shareholders. The Company received scoring of full 100 points for the 8th consecutive years in the Thai Investors Association's shareholders' annual general meeting assessment. As a result, the Company received "Investors' Choice Award 2016" from the Thai Investors' Association.
  6. Right to Receive Information and Significant News in Accurate, Sufficient and Timely Manner:

    In 2016, the Company completely followed the regulations, criteria, conditions and procedure related to timely and accurate disclosure of information and activities of listed companies. There was no punishment due to failure or delay to submit report as required by law.
     

     

2. Equal Treatment of Shareholders

 

The Company treated all its shareholders equally without discrimination of their status as major shareholders, minority shareholders, institutional shareholders, or Thai and other nationalities. Major activities are as follows:

  1. Access to the Company's Information

    To ensure shareholders' equal access to the Company's information, the Company uses SET's channels as the main communication channel. The Chairman of the Board of Directors, Directors, Chief Executive Officer and Chief Officers are the authorized persons responsible for the Company's information disclosure. The Company's website is provided as an additional channel for communication. Shareholders can also seek Information from related units namely the Company Secretary Off ice, Internal Audit Division, Corporate Relations Division and Investor Relations Department.

  2. Preparation of Bilingual Documents

    For equal treatment of both Thai and foreign investors, the Company prepares all published information in Thai and English, including all the information provided through the SET's system, meeting notice, meeting document and report, press conference and the Company's website.

  3. Encouraging Minority Shareholders to Propose

    Additional Agenda and Nominate Directors Since 2008, the Company has adopted SET's guideline encouraging listed companies to offer opportunity for minor shareholders to propose meeting agenda and/or nominate persons for director election in advance. In 2016, the Company published an invitation to the shareholders' meeting on the Company's website on 25 August 2015, providing clear details about criteria, method, process and channel of agenda proposing. The announcement was published approximately for 4 months from 1 September-31 December 2015, totaling 4 months. However, the shareholders did not make any proposal.

  4. Proxy Appointment

    For convenience, shareholders who cannot participate in the shareholders' meeting can appoint other persons to attend the meeting and vote on their behalf. The Company prepared and delivered proxy document to the shareholders together with the meeting notice. Proxy is available in three forms as designed by the Department of Business Development. Form A is the general proxy appointment form. Form B is a proxy appointment that lists specific items for proxy appointment. Form C is the proxy appointment that is used only when the shareholder is a foreign investor with a custodian in Thailand. Shareholders can also download the proxy document from the Company's website or use other form of proxy or prepare it themselves. At the Shareholders' Annual General Meeting Year 2559 (B.E.), the Company nominated 3 independent directors and the Chief Executive Officer for shareholders to appoint as their proxy to attend the meeting and vote on their behalf. Personal information of each nominated person and each person's conflict of interest were provided on each concerned agenda. In the meeting, 245 shareholders assigned the Company's independent directors as their proxy while 151 shareholders assigned the Chief Executive Officer as their proxy.

  5. Ballots

    In voting at the shareholders' meeting, the Company prepared and provided ballots for every participant. Computerized system was deployed for tallying. In voting for directors, individual vote and ballot was kept as reference.

  6. The Company Proposed No Additional Agenda

    At the Shareholders' Annual General Meeting Year 2559 (B.E.), there was no additional agenda proposed. The Board of Directors has the policy not to propose new agenda other than those informed in the meeting notice as it realizes the importance and necessity for the shareholders to study information before making decision. Shareholders can propose additional agenda for consideration if necessary, by following the rules set in Company's Articles of Association.

  7. Report on Securities Holding in the Company

    The Board of Directors and the Management have the duty to report their securities holding in the Company to the SEC. The Board of Directors required its directors, executives, spouses and minor children to report their securities holdings in the Company and the report is included as an agenda in the monthly meeting of the Board of Directors. In addition, the Management and employees have the duty to report the change to their, their spouse and their minor children securities holding to the CEO within 3 working days after the change is made. In 2016, there is no complaint related to unequal treatment of shareholders or charge on directors or executives for not reporting their shareholdings as required, or on the use of insider information for abusive self-dealing or others' benef its.

  8. Prevention of the Abuse of Inside Information

    The Board of Directors has formulated policy and written guidelines on internal information keeping and prevention of internal information usage for abusive self-dealing in the Code of Conduct, regulation, order and related announcements. Such policy and guidelines are communicated through appropriate channels and well practiced by the directors, executives, employees and stakeholders. The prevention of internal information usage measures are:

    • The Management and employees have duty and responsibility to protect confidential information and are not allowed to use such information for personal benefit or suggest others to do, especially on the Company's securities trading.
    • No disclosure or self-dealing or transferring of significant or confidential information to outsider or those who are not related to the company, including family members, cousins, friends, which may decrease the Company's benefit.
    • Sharing or giving confidential information to other person within the Company can be done as necessary and only for the benefit of the other person's ability to perform their duties. In 2016, there is no complaint related to unequal treatment of shareholders or charge on directors or executives for the use of insider information for abusive self-dealing or others' benefits.

3. Role of Stakeholders

 
  1. Stakeholders Policy

    The Company adheres to the principle of "promoting and ensuring that the right of stakeholders, such as shareholders, customers, employees, business partners, competitors, the government and communities in which the Company locates is well protected and treated". The Board of Directors has also formulated and announced the Corporate Governance Policy and policy on specific group of stakeholders as earlier stated in the Good Corporate Governance section. In addition to policy on specific groups of stakeholders, the Board of Director understands the importance of other stakeholders who may be affected by the Company's business activities. The practice framework and direction for the Company executives and employees on specific group of stakeholders has been stated in the Code of Conduct. The Company also monitors and ensures the implementation that corresponds to the policy, Code of Conduct and practice guideline on treatment of different stakeholder group as follows:

    Shareholders treatment:

    • Operating the business to generate growth, profitability and good returns for shareholders.
    • Operating the business with carefulness, integrity, sincerity, fairness and equality for all shareholders.
    • Respecting the right to receive information and disclosing quality, complete, sufficient, and equitable information based on sincere and fairness. Such activities are done based on the capability and appropriateness. Any unfair action that may affect personnel's work security and mental health is prohibited.
    • Employees can lodge complaint when treated unfairly or without the appropriate process.
    • Monitoring and ensuring full compliance related to employees, respect for humanity and individual.

    Community, society and environment treatment:

    • Encouraging community participation and promoting communication.
    • Supporting the development and strength of communities.
    • Promoting and conserving local tradition and enhancing social quality.
    • Supporting environment conservation and restoration.
    • Operating with responsibilities to community, society and environment.
    • Supporting projects and activities that are of benefits to communities and the society by mapping the corporate strategy with stakeholders' expectation.
    • Instilling and promoting good spirit and responsibility towards the society and the environment to executives and employees.
    • Optimizing natural resources by considering the option that would have at least possible impact on the society and the environment.
    • Efficient use and conservation of energy.
    • Cooperating with related organization in implementing international standard and agreement.
    • Assessing the risks and impact on the environment, society, health and safety before making investment or entering into a joint venture.

    Customers treatment:

    • Producing and delivering high quality goods and services with responsibility to the customers.
    • Providing warranty for service and goods under an appropriate time condition.
    • Disclosing correct and complete information about product and service.
    • Monitoring the implementation of policy and ethics related to the shareholders, ensuring that they receive the basic rights and are treated fairly and equitably, receive quality information, are encouraged to attend the shareholders' meeting so as to have participation in making significant decision and acknowledge the progress, express opinion and monitor the Board of Directors and Management performance, and to allow for efficient measures to prevent the directors and executives from using insider information to their own benefits and refrain from taking any action that infringe or lessen shareholders' rights.

    Employee treatment:

    • Promoting quality of life by providing good work environment, occupational health and safety that meets with the international standard.
    • Focusing on the management and knowledge and capability enhancement for its personnel and encourage employee's participation in organization development.
    • Managing and ensuring fair and attractive remuneration and benefits that are equal to that offers by other leading companies.
    • Transferring, appointing, awarding and punishing on the equitable and fair treatment
    • Providing for a customer complaint system or process and handling complaints well.
    • All executives and employees must keep customers' confidential information.
    • Not asking for, accepting or paying any illegal benefits to customers while strictly complying with trade conditions. In case of failure to respect the conditions, the issues must be raised among responsible persons to find solution.

    Creditors treatment:

    • Strictly respect the obligation with the creditor.
    • Not asking for, accepting or paying any illegal benefits to and from the creditors.
    • Cooperating well with creditors to solve problems related to illegal benef its request and acceptance or payment.
    • Providing accurate, complete, timely and regular f inancial reports.
    • Informing creditors in advance in case the Company cannot meet the conditions in order to solve the issue.

    Partners/suppliers treatment:

    • Considering the Company's best benefits and not personal benefits.
    • Offering equitable and equal opportunities to partners and suppliers.
    • Adopting international-standard assessment process, partner selection and contract.
    • Having in place a good system to monitor that contract and conditions are well and completely respected.
    • Not asking for, accepting or paying illegal benefits to the partners.
    • Inform partners/suppliers in advance in case the Company cannot respect the contract condition so as to find a solution to the issue. Trade competitor treatment
    • Respect and adopt the internationally accepted competition guidelines and principle.
    • Not seeking competitor's confidential information by using dishonest or inappropriate method.
    • Not groundlessly accusing competitors.
    • Not asking for, receiving or pay any illegal benefit to competitors.
    • Strictly respect trade condition. Business partner treatment
    • Strictly respecting the contract and commitment.
    • Providing assistance that will bring mutual benefits by considering the Company's benefit as priority and being based on fair return for both parties.
    • Providing accurate information and report while any negotiations seeking solution to a problem shall be based on business relations.

    Government treatment:

    • Supporting the government and complying with policy and criteria set by related regulators.
    • Promoting and collaborating in government sector's activities.
  2. Network and Computer Use

    The Company has announced and implemented the "Network and Computer Usage Policy" which draws guidelines for employees and network managers' operation to ensure smooth, efficient and most effective use of the computer network, as well as strict compliance with the Computer Crime Act. The Company also improved the efficiency, security and prevention to network harm. This guideline is included in the Company's Code of Conduct.

    • Encouraging employees to use the Internet for work and not to publish information that is against moral norm, tradition and laws.
    • Using email, internet and computer device allowed by the Company and fully following the instruction on safe use of such devices for the best benefits of the Company.
    • Using only copyrighted programs.
    • Keeping password confidential.
    • The Company will check, search, monitor, investigate and control the use of information technology system as appropriate to ensure safety.
  3. Human Rights

    The Company has strictly followed the human rights principle as identif ied by law and international standards. Since 2013, the Company has integrated human rights issues related to the treatment of employees, communities and trade partners into its business process based on the labour law principles that are in line with the International Labour Organization's regulations. Such guidelines are also applied to employees' care and protection and employment, including employment of local people. In terms of communities, the Company fully respects their right to receive information and safety. Various types of communications have been established between the Company and communities. In terms of business partners, the Company focuses on fair treatment of its business partners. Respect for human right is the basic guideline for the Company's human rights practice in the Code of Conduct, covering the treatment of each employees under the right, freedom and equality as well as personal rights protection and information keeping. Knowledge and understanding on human rights are disseminated among employees to practice and realize that it is important to sustainable growth because risk related to human rights issue may affect the confidence of external stakeholders and the corporate image.

    In 2016, the Company arranged "Business: a human rights defender?" course for the executives and employees to enhance their understanding on business standard and human rights. The course covered stakeholders, roles of right related agency, business benefits and reduction of risk related to human rights.

  4. Use and Protection of Intellectual Property
    • Encouraging employees to write and publish works in different channels, create and present computer programs to support education. The benefits and copyright over such works belong to the employees. In case the work was initiated and assigned to an employee and requires the Company's resources to create, the benefits and copyright will belong to the Company.
    • Every employee has the duty to protect the Company's intellectual property and use it for the benefit of the Company.
    • The access to information and use of the Company's intellectual property ends when an employee retires or resigns.
    • Employees shall respect intellectual property, avoid and do not infringe on others' intellectual property.
  5. Risk Management

    Recognizing the importance of risk management which needs to be carefully considered and handled and the appropriate prevention and solution to mitigate possible impact on various stakeholders, the Company has announced and implemented the "Risk Management Policy" and through internal communication channel and website as follows:

    Risk Management Policy

    • Promoting risk management culture.
    • Providing for quality, appropriate and sufficient risk management process, guideline and measures.
    • Having in place both qualitative and quantitative risk assessment.
    • Setting risk appetite and warning sign.
    • Having operation guideline in writing.

    Risk Management Guideline

    The Board of Director appointed the "Risk Management Committee" to be responsible for

    • Identifying risk factors, setting measures to manage risks in the acceptable level to prevent impact on the business operations and stakeholders,
    • Reporting to the Board of Directors on quarterly basis,
    • Giving high priority to warning signs and irregular items, enabling it to quickly adjust strategies, plans and management method. (Details are as in the Risk Management Committee's Report, Management Structure and Risk Factors.)
  6. Anti-corruption

    The Company is strongly committed to operating its business by adhering to the good corporate governance principle, transparency and fairness and fight against all forms of corruption. One of its actions underlining this commitment is the participation in Thailand's Private Sector Collective Action Coalition against Corruption (CAC). The Company signed an agreement with the CAC Council to show its intent to fight against corruption on 21 November 2014 and 2 December 2014 respectively. To emphasize its commitment to fight against corruption, the Board of Directors resolved in its meeting No. 2/2016 dated 18 February 2016 to set and announced the Company Group's anti-corruption policy for implementation across the entire group. The policy has been published on its website and is in line with international standard. The commitment to fight against corruption in all forms which is seen in its participation in the CAC resulted in the fact that the CAC Council approved and certified the Company as a CAC member on 22 April 2016. The certification last for 3 years from the approval date.

    Anti-corruption policy and guideline

    • Promoting the anti-corruption culture by raising awareness and instill responsibility among employees by encouraging employees to refrain from involvement directly and indirectly in any fraudulent act and through any channels, including giving and receiving gifts, providing funding, donating for public charity activity, assisting and supporting political activity, reception and other expenses related to business.
    • Formulating criteria, process and practice guideline for clear business operations to prevent risk related to corruption. To ensure that everyone has the right understanding on anti-corruption practice, communications and trainings were arranged for all employees, outsiders and related businesses on the policy and concerned principles.
    • Having the appropriate internal control system that also takes into account the risk of corruption and fraudulent act, improving and setting internal audit criteria and closely monitoring operations to cover anti-corruption practice in order to assure full compliance with the Company's policy and international standards.
    • Having regulations in writing for the management and employees to follow, including Company's regulation on anticorruption, Company's orders on giving and receiving gifts, donations for charity, funding, entertainment and risk management related to corruption as well as reviewing and improving of the Company's new Code of Conduct to cover the practice and operations in accordance with corporate governance and anti-corruption act.

    Anti-corruption and bribery guidelines:

    • The Company shall not be involved with giving and receiving bribes or any form of corruption in all business activities with the government and private sectors.
    • The Management and employees or anyone acting on behalf of the Company shall not offer, convince, promise, give or receive bribery, inappropriate payment and payment aimed at obtaining some convenience.
    • The Management and employees shall respect the laws and regulations, are prohibited to give and receive bribe or not allowed to be involved in corruption. The guideline is also implemented on partners, contractors, suppliers and joint ventures. The Company has also introduced a guideline on business practice for sustainability, covering anti-corruption, transaction with the government sector, prevention of conflict of interest, legal compliance, prevention of money laundering, fair competition, the use of insider's information and political neutrality, all of which also covers its foreign operations. The guideline is made in writing and included in all Code of Conduct which are published on various channels for all stakeholders acknowledgement and to follow when doing business with the Company. All employees have signed the document to acknowledge the guideline. Risk assessment process and guideline for governance and control related to corruption The Company set 5 anti-corruption measures as follows:
      • Corruption risk assessment the Company is required to identify risks, analyze impact, opportunity and degree, and consider the internal control and measures appropriate to reduce risk related to corruption to the acceptable level.
      • Preparation and improvement of policy, regulations, order and Code of Conduct to communicate with and ensure employees understanding of the policy and measures to fight against corruption and fraudulent act. The policy and order will be regularly reviewed and improved.
      • Communication and training aiming at raising awareness on the importance and encouraging participation in the management of risk related to corruption, communicating with business partners to show the Company's commitment to transparency and anti-corruption intention. Annual communication plan, including channels, frequency, content and execution methods, is prepared to maximize effectiveness in and outside the organization.
      • Review of profile of person and stakeholders before hiring, such as distributors and contractors. The action shall be taken under consent from the person and in compliance with related laws.
      • Internal control: All the Company's units shall have in place clear procedure and appropriate internal control with regular review and improvement. Prevention, monitoring and assessment of anti-corruption policy implementation
      • Identifying responsible person to prevent and monitor the implementation of the anti-corruption policy as follows:
        • Internal Audit Division is responsible for reviewing policy, risk management procedure and assessing sufficiency of the internal control to prevent corruption.
        • Human Resources Division is responsible for communication and training, including reviewing the background and credibility of a person before hiring. Risk management and ethics are included as a performance indicator for both management and employees.
        • Office Management Division, by the Office Administration Department, is responsible for reviewing the background and communicating anti-corruption policy to business partners. Employees have the duty to study and communicate the company's information related to anti-corruption practice and report the clue when encounter suspected event or action through the provided channel.
      • Assigning the corporate governance working team to collect corruption risk assessment information and monitoring the implementation of risk management plan before presenting them to the Management and the Board of Directors on regular basis. The Company intends and dedicates fully to complying with the procedure and process correspondent with the Company Group's policy and international standard on anti-corruption to emphasize its commitment to fighting against corruption. In 2016 the Company continued to raise the employees' and stakeholders' awareness and understanding of the policy as follows:
        • Organizing the RATCH-Fraud Awareness & Fraud Policy training for all employees to understand the anti-corruption policy and guideline within the organization.
        • Reviewing employees' awareness and understanding on anti-corruption practice by having all employees to do a test and they have to make pass the maximum scoring of 80 percent. Anyone failing the test will have to do addition training and more exams until they pass the criteria.
        • Announcing and publishing the anti-corruption policy on the Company's website to allow outsiders and stakeholders to acknowledge the policy.
        • Promoting the no gift policy on New Year 2017 season through various media, such as billboards and website.
        • Sending emails to business organization and partners to inform them of the no gift policy during New Year 2017 season. Aside from New Year season, the Company also attached documents regarding the Company anti-corruption policy to relevant parties for acknowledgement and practice.
        • Setting whistle-blowing channel by arranging for channels for stakeholders who are affected or have the risk of being affected by the Company's business to lodge complaint, express opinion and recommendation as in the Section 3.7 on Complaint and Report on Irregularities Clue.
  7. Complaint and Report on Irregularities Clue

    The Company has provided for a channel for stakeholders affected by or having risk of being affected by the Company's business activities or the Company's executives or employees to lodge complaint and report irregularities clue on an action that breaches the laws or Code of Conduct and behaviors that may link to corruption. Stakeholders can report clues or lodge complaint to the following person or channel as follows:

    Complaint receiver Reporting Channels
    Email Post
    Chief Executive Officer ceo@ratch.co.th Addressing one of the complaint receivers: Ratchaburi Electricity Generating Holding PCL. 8/8 Moo 2, Ngamwongwan Road, Bangkhen, Muang Nonthaburi, Nonthaburi 11000
    Vice President-Head of Internal Audit Division internalaudit@ratch.co.th
    Board of Directors directors@ratch.co.th

    Process after a complaint is received

    1. The person receiving the complaint collecting fact related to the breach of Code of Conduct by himself or assigning other appropriate person to take action.
    2. Presenting the fact to the Chief Executive Officer who will form an investigation committee.
    3. The investigation committee collecting related fact and information through interviews and/or document study.
    4. The investigation committee analyze the fact and judge before considering the appropriate process for handling this matter.
    5. The investigation committee set a measure to solve or alleviate damages felt by the affected person and report to the CEO who will report to the Board of Directors.
    6. The investigation committee reports the result of the investigation to the complainant if the person is known.

    Specific internal channels are provided for employees to report and complain on unfair treatment. The Company has also provided for protection of the complainants against employment termination or punishment when they provide information, truth, fact or any evidence related to the complaints or are responsible for the sincere consideration of the complaints that eventually create adverse impact on the Company. The process and measures are clearly stated in the Company's regulations on Personnel Management under Complaint section.

    In addition, the Company has provided for other communication channels to receive complaints, opinion and recommendation from all stakeholders for future improvement. The channels include the Company's website, the Company Secretary, Corporate Relations Division, Internal Control Division and Investor Relations Department. Complainants may use other channel as deemed appropriate.

    Complaint receiver Reporting Channels
    Email Post
    Company Secretary CS@ratch.co.th Addressing one of the complaint receivers: Ratchaburi Electricity Generating Holding PCL. 8/8 Moo 2, Ngamwongwan Road, Bangkhen, Muang Nonthaburi, Nonthaburi 11000
    Corporate relations Division PR@ratch.co.th
    Internal Audit Division internalaudit@ratch.co.th
  8. Report on Conflict of Interest of Directors and Executives

    The Board of Directors has created the. "Conflict of Interest of Director and Executive Report Form" and required all Directors and Executives to prepare conflict of interest report for themselves and their related persons. The report must be submitted to the Company Secretary for reference and further submitted to the Chairman of the Board of Directors and the Chairman of the Audit Committee on annual basis. Further changes shall be immediately reported in order to keep the information updated. The report is used for the Board of Directors' consideration and decision on stakeholders who have or may have conflict of interest and do not have voting rights on the Company's transactions, which enables the Company to make the right decision for mutual benefit.

  9. Community Participation

    The Board of Directors has set and announced the policy on social and environment as a guideline for the Company's Group practice. This focuses on encouraging community participation, communication, support for community development and strength enhancement, promotion of local tradition and culture conservation as well as conservation and rehabilitation of the environmental quality. This is clearly in all process and during project development. During project development period, the Company studied technical information in parallel to a study on economic, social, culture and way of life of the nearby communities in order to prepare community participation plan and key communication message as well as activities to promote understanding between the project and community. Public hearing was also held to provide opportunity for the communities to share their view on the areas required by government agencies and related authorities. During the construction period, the Company communicated regularly with the communities to ensure understanding of the project development and the Company's policy. When the project is operating, effective communications with the communities continue. The Company always listens to the communities' recommendation for on-going development and improvement of activities that better address community needs.

    In addition, Ratchaburi Electricity Generating Company Limited initiated the "Ratchaburi Power Plant Environmental Inspector Committee", comprising representatives from communities, community leaders, local administration and provincial administration. The committee is responsible for monitoring and ensuring that the power plant operations are in accordance with the Ratchaburi Power Plant's prevention and reduction of environmental impact measures stated in the environmental impact assessment and environmental quality monitoring operation plan. The committee also acts as the center for cooperating with power plants, providing information and news update or problems and possible issues that may cause problems, and recommendation shared by communities. The meeting serves as another important channel that promotes community participation in monitoring the Company's operations.

  10. Transaction that Has or May Have Conflict of Interest

    The Board of Directors provides a guideline for the transparent management of conflict of interest and strictly complies to the Company's regulation on the Board of Directors which specified that directors who have conflict of interest on any particular area shall not have the right to vote at the Board of Directors' meeting during a consideration in that area. The Board of Directors and the Audit Committee play an important role in formulating measures to prevent conflict of interest and ensuring that the operations are smooth and reasonable. Complete information disclosure is required in accordance with related regulations for the benefit of the Company.

    The Board of Directors, through the approval by the Audit Committee, has ensured that connected transaction between the Company and its subsidiaries are in the best benefits to the Company and its subsidiaries. Transactions between the Company and its subsidiaries are considered based on the same pricing and conditions as in transaction with other business partners. Accurate and complete disclosure of such transactions is required according to related regulations. For flexibility and convenience, the Board of Directors authorized the Chief Executive Officer to approval normal connected transaction or regular business transaction, with general conditions and trade agreement, within Baht 30 million limit. The transaction shall be reported at the quarterly Board of Directors' meeting, according to the Article 89/12 under the Securities and Exchange Act.

  11. International Environment and Occupational Health Standard

    The Company has continuously and seriously encouraged its subsidiaries and their power plants to adopt and maintain international standards, such as the ISO 14001, OHSAS 18001 and other standards issued by the Department of Industrial Works.

    In 2016, Ratchaburi Electricity Generating Company Limited joined the agreement on "Carbon Footprint Preparation in the Industrial Sector Phase 5" initiated by the Greenhouse Gas Management Organization (Public Organization) and the Industrial Environment Institute, the Federations of Thai Industries. This allows the company to receive information on carbon footprint assessment criteria and method, enabling the company to measure emission from the operations of its major power plant, including Ratchaburi Power Plant and Tri Energy Power Plant. The results will be used for database for emission reduction planning in the future. The information will also enable the company to deign Greenhouse Gas management according to the Country's plan under the United Nations Framework Convention on Climate Change (UNFCC) in 2020.

  12. Safety, Occupational Health and Work Environment

    The Company realizes the importance of the implementation of Safety, Occupational Health and Working Environment Policy. It has ensured that its employees, partners and stakeholders working within the Company's premises are aware of and have good understanding of their role and responsibility in operating business with the highest safety level. The Working Committee on Safety, Occupational Health and Working Environment was appointed to monitor, assess and study ways to prevent accident. All actions shall be effectively and efficiently made based on resource optimization. They should also best address the policy and Code of Conduct that the Board of Directors formulated and published through the internal communication channel and on the Company's website as follows:

    Safety, Occupational Health and Working Environment Policy

    • Promote and develop safety, occupational health and working environment to meet with international standard and to comply with laws and regulations.
    • Control and prevent wastes in various forms as well as maintain the safe working environment. It is the responsibility of the management and employees to report accident and issues according to the pre-set procedure.
    • Publicize and communicate the practice and policy to ensure good understanding and practice by all stakeholders.
    • In case an unsafe practice or any action that does not comply with regulations, standards or may have impact on safety, occupational health and working environment practice, the work can be temporarily halted. Related persons and senior executives should be informed for immediate solution.
    • Monitor and assess the performance result for strict and effective implementation. In 2016, important activities on safety are
      • Inspecting working environment to improve and enhance the practice standard.
      • Holding basic f ire fighting training and fire drill with disaster prevention and mitigation authority and related authorities at the Company's head office.
      • Providing safety related trainings to all employees namely basic fire fighting training and living safely in public course.
      • Considering and setting 2017 operation plan to cover important areas such as compliance to law and the Company's Safety, Occupational Health and Working Environment Policy; proactive measure on the employee's health care; and operating with the goal to achieve zero accident in order to participate in the Zero Accident Campaign.

    Due to its commitment to operating under pre-set regulations, in 2016, the Company received the "Bronze plaque" for the Zero Accident Campaign 2016 from the Department of Labour Protection and Welfare, Ministry of Labour. This reflects that the Company is an enterprise that operates without work related accident that causes absence for the accumulation of 1,638,442 hours. In addition, Ratchaburi Electricity Generating Company Limited and Ratchaburi Power Company Limited, also achieved zero work-related accident. As a result, both companies received Outstanding Corporate in Occupational, Safety, Health and Workplace Environment 2016, "the 1-4 consecutive year National Level-Gold" and the "Silver plaque" for the Zero Accident Campaign 2016 from Department of Labour Protection and Welfare, Ministry of Labour.

4. Disclosure of Information and Transparency

 
  1. Type of Disclosed Information

    The information being disclosed comprises financial and non-financial information and periodic and non-periodic report. The objective of the report is to provide sufficient and complete information that support the readers' investment decision.

    In 2016, the Company's information disclosure activities are

    (1) Disclosure of Periodic Reports 36 times
    (2) Disclosure of Non-Periodic Reports 27 times
    (3) Analyst meeting 4 times
    (4) Company Visit 80 times
    (5) Domestic Roadshow 1 times
    (6) International Roadshow 4 times
    (7) Press conference on operating performance and significant activities 5 times
    (8) Media site visits 1 times
    (9) Participation of the media in CSR activities 5 times
    (10) Distribution of news and photo releases 26 times
    (11) Shareholders' and investors' site visits in Thailand and overseas 1 times
    (12) Exhibitions 2 times
    (13) Executive interviews 10 times
    (14) Website hits/page views (average per month) 14,290 times

    (from 1 January 2016 - 31 December 2016 totaling 171,488 times)

  2. Quality of Information

    Quality of information includes accuracy, completeness, clarity, suff iciency, timeliness and transparency. Significant information disclosed by the Company includes both f inancial and non-financial information, is not one-sided but is presented in both positive and negative aspects. The disclosure of information complies with the related criteria and regulations, such as immediate disclosure of significant information, comprehensive distribution to the general public, clarif ication in case of rumors and information about abnormal stock trading. The Company has never disclosed propaganda information without solid reasons or insider trading, for example. Disclosure of information shall not cause excessive cost to the Company and not affect the Company's competitiveness.

    Quality of disclosed information includes accuracy, completeness, clarity, sufficiency and timeliness as mentioned in the Rights of Shareholders. The Board of Directors has prepared the Board of Directors' Report on Its Responsibility to Financial Report and published it together with the Auditor's Report in the annual report and the Audit Committee provided its opinion on the quality of the financial statements as published in the Audit Committee's Report. Quality information disclosure to outsiders not only reflects the Company's transparency but also enhances investors and related persons' confidence and trust. As a result, the Board of Directors closely supervised and monitored to ensure that responsible persons suff iciently provide at least the information as required by law and that investors have equal opportunity to receive such information.

  3. Information Disclosure Channels

    SET's electronic communications channel is used as the main channel for information disclosure. The Company also prepares website, press conference to announce its performance, analyst meeting, press release distribution, local and international roadshows and other activities as reported under Type of Disclosed Information.

    The Company considers disclosure of significant information a very important responsibility. The Board of Directors and the Management have closely monitored and ensured that the information disclosure process complies with the criteria and regulations and strictly supervised the implementation of such activity. Authorized and responsible persons are designated while information distribution channels are developed to ensure information disclosure quality as follows:

    • Authorized person to disclose information
      as assigned by the Company are the Chairman of the Board of Directors, Chief Executive Officer and Chief Officers. Other units responsible for information preparation are
      • Company Secretary Office is responsible for preparing document related to information and significant disclosure through SET's electronic channel and annual report (Form 56-2), and being the contact person for SET and SEC.
      • Accounting Control and Analysis Division is responsible for preparing financial information, explanation and the management discussion and analysis of the Company's operations and financial status.
      • Corporate Relations Division is responsible for the preparation of information disclosure document, media release and press conference.
      • Investor Relations Department is responsible for preparing the Form 56-1 and analysts meeting. Interested persons may contact the Investor Relations Department by sending letter by post to the Company, or call +66 2794 9841 or fax +66 2794 9888 ext. 9841 or through the Company's website www.ratch.co.th or sending emails to IR@ratch.co.th.
    • Communication channels Based on the commitment to providing complete and equitable access to the Company's significant information to all shareholders, the Company communicates via various channels and covers both one-way and two-way communication. The distributed information is prepared in Thai and English and distributed at the same time.
      • SET's electronic media is used as the main channel for information disclosure.
      • The Company's website: www.ratch.co.th is used to increase opportunity and convenience to distribute information and create understanding among shareholders, investors, interested persons and general public.
      • Analyst meeting
      • Domestic and international roadshows
      • Press conference on quarterly and annual performance
      • Distribution of news release and photo release of the Company's activities
      • Executive interviews
      • Exhibitions
      • Site visits for shareholders, institutional investors and analysts
      • Media relations activities
  4. Investor Relations

    The Company assigned the "Investor Relations Department" to be the center for communicating, providing information and news, as well as fairly and equally arranging activities to create and strengthen relationship between the Company and its shareholders, institutional investors, individual investors, analysts and concerned government agencies. The department is also responsible for preparing annual investors' relations plan. The Company's Chief Executive Officer and top executives always act as the Company's spokespersons who report, provide additional information, clarify and answer questions at the analyst meeting, local and international road shows.

  5. Disclosure of Directors and Executives

    Remuneration Policy and Payment

    The Board of Directors has disclosed the director and executive remuneration payment and remuneration of individual director and executive remuneration by categories. This annual report also included overall employees' remuneration. (Details are explained in Management Structure.)

5. Board of Directors' Responsibility

 
  1. Board of Directors Structure
    • Composition and qualification (Details appeared in Management Structure)
    • Independence of Chairman of the Board of Directors:
      The Chairman is not an executive director. Despite the fact that the Chairman is the representative of EGAT, the major shareholder holding 45 percent of the Company's total stake, the Board of Directors also comprises 7 independent directors, representing 53.85 percent or more than one third of the total number of 13 directors sitting in the Board. As a result, the directors can independently perform their duties as the shareholders' representative and there is a proper balance. The Chairman independently performs his duty and does not influence or convince other directors during discussions, encourages all directors to discuss and express opinion openly by giving sufficient time to find mutual resolution on all matters considered at the Board of Directors' meeting.
    • Segregation of the Chairman of the Board of Directors and Chief Executive Officer
      The Chairman is not the same personas the CEO and has no relations with the Management. The segregation of the Chairman and the CEO positions has ensured proper balance and prevented either one of them to have excessive power. The Chairman is the leader and has significant role in deciding the Company's policy resulted from the joint meeting between the Board of Directors and the Management on business goals. The Chairman leads and conducts the meetings in efficient and effective manner, and encourages all directors to participate in the meeting and openly express their opinion. The Chairman also supports and provides recommendation for the Management operation through the CEO and does not intervene in routine work by the Management. Meanwhile, the CEO is the only executive director and is the top executive whose responsibilities are explained in Management Structure.
    • Directorship in other companies
      None of the Company's directors holds positions in more than three other listed companies, which complies with the Company's regulation on the Board of Directors and the SET's recommendation on efficiency and time contribution. More information about individual director is revealed in the directors' profiles under the Management Structure section. Mr. Rum Herabat, Chief Executive Officer does not hold directorship in other company aside from the Company's subsidiaries and joint ventures. For other directors and executives, the Board of Directors has approved their directorship and executive position in subsidiaries and joint ventures depending on their knowledge, skills and responsibility. The Board of Directors has formulated the Company's regulation on subsidiaries, affiliates and joint ventures supervision, covering clear criteria for the appointment and responsibilities of the Company's representatives assigned to hold directorship or hold stakes in the companies in which the Company invests. This is so that the representatives could convey the Board's policies and report performances of those businesses back to the Board. (Details on the Company's representatives assigned to be director and shareholders in subsidiaries, affiliates and joint ventures appear in the Directorship of Directors and Executives.)
    • Recruitment and nomination of directors
      (Details appeared in Management Structure)
    • Secretary to the Board of Directors and Company Secretary
      (Details appeared in Management Structure)
  2. Committees

    The Board of Directors has appointed 5 committees as appropriate and necessary to assist it in studying information, screening work and making recommendation, which enables the Board to perform its duty more efficiently. The five committees are the Audit Committee, Human Resources and Remuneration Committee, Risk Management Committee, Investment Committee and Corporate Governance and Social Responsibility Committee. (Details are reported in Management Structure.)

  3. Roles, Duties and Responsibilities of the Board of Directors

    The Board of Directors is committed to independent decision making for the best benef its of the Company and its shareholders. Each of the Company's directors realizes the responsibility towards the shareholders who are the business owners and have the right to appoint the directors. Fiduciary Duty covers four major responsibilities namely Duty of Care, Duty of Loyalty, Duty of Obedience and Duty of Disclosure. The directors' roles, duty and responsibility are as follows:

    • Formulating strategy, strategic plan, policy, budget and business direction
      • Consider, review and approve strategy, direction, goal and policy of the Company on yearly basis and/or in specific situation.
      • Consider and approve business plan, budget and annual target. In 2016, the Board of Directors reviewed the strategic plan and business strategies and approved vision, mission, goals and business strategies that best address the changes in the current situation. This also supports the Company's new direction towards business diversity which will serve as a strong foundation for long-term growth.
    • Human resources management
      • Consider and approve human resources management strategy, executive development plan, corporate structure, remuneration structure and remuneration plan.
      • Consider the criteria, process, selection process and terminating directors and senior executives.
      • Supervise the appraisal process of senior executives to ensure effectiveness by comparing the performance with the goals early agreed between the two parties.
      • Communicate vision, goals and Company's performance to directors, management and employees throughout the entire organization.
    • Monitor the progress, efficiency and success of the strategic plan
      • Follow up with the implementation of the strategic plan and compare the result with the short and long-term goals.
      • Compare the efficiency and effectiveness of the performance with competitors.
      • Disclose the performance result and corporate governance in the annual report.
      • Require the management to present regular report to the Board of Directors on
      • Monthly report: progress of investment projects, operational performance analysis, short and long-term investment report, cash flow report, and the highest electricity generating capacity report, electricity capacity within EGAT and national systems, the portfolio and/or changes in security holding of directors, executives and spouses and minor children, and energy stock prices.
      • Quarterly reports: quarterly financial report.
      • Annual reports: annual financial reports, evaluation of the annual operational performance against the target and the reports by the committees appointed by the Board of Directors.

      In case that the operational performance did not meet the target due to controllable factors, the cause of the problem will be analyzed and then corrected. In case that such problem arises from uncontrollable factors, the plan has to be reviewed and new and/or alternative target shall be set.

      In 2016, the Board of Director visited and followed up the progress of the Company's performance as follows:

      No.   Time Period Venue Location
      1. Board of Directors 2 16-18 Dec 2016 Xe-Pian Xe-Namnoy Hydroelectric Power Plant Project in Lao PDR to accelerate the construction and development to meet with the schedule. Lao PDR
      19-23 Feb 2016 RATCH-Australia Power Plant to follow up the progress of projects under construction and development Commonwealth of Australia
      2. Risk Management Committee 2 11 Oct 2016 3 Solarta solar power plants to study prevention of risk of flood. The 3 projects are
      • Sai Sena Project
      • Sai Sapan 1 project
      • Sai Ta Khong project
      Ayutthaya
      Supanburi
      Supanburi

      Remark: The visits by committees which are not done on behalf of the Board of Directors

      The Company also arranged informal meetings among directors, including the Company's activities, including corporate social responsibility activities and events in different occasion. The activities are aimed at promoting good understanding among directors, the Management and employees.

    • Ensuring completeness of significant events
      • Ensuring that the right mix of independent directors to create the power of balance with the Management and/or major shareholders.
      • Reviewing and approving vision, strategy, mission and ethics and communicate with employees at all level.
      • Auditing and approving annual financial report to strengthen shareholders’ conf idence.
      • Supervising internal audit procedure, internal control and risk management system, prevention of conflict of interest, connected transaction, protection of corporate reputation, resource optimization and ensuring full compliance with related laws, regulations and ethics as well as corporate governance.
    • Establishing and approving role and responsibility of committee as appropriate and necessary.
    • Setting criteria and appraising the performance of the Board of Directors and Committees, both for the entire board and individual performance appraisal, on yearly basis and reveal the result in the annual report.
    • Board of Directors' meeting schedule and voting
      • Holding the Board of Directors' meeting at least once a month and at least one meeting for non-executive director per year to offer the directors a chance to review the performance of the Board of Directors, the Management and the Company, and to discuss significant management issues without presence from the Management. The CEO will be informed of the meeting resolution which will be used for improving efficiency of the Management.
      • Requiring one director to have one vote. Director with conflict of interest in specific agenda shall not have the right to vote. In case that the votes are equal in both parties, the chairman of the meeting will have to vote and make the final decision.
  4. Management and Elimination of Conflict of Interest

    (detailed as in Role of Stakeholders topic)

  5. Risk Management

    (detailed as in Role of Stakeholders topic)

  6. The Board of Directors' Meeting
    • The Board of Directors' meeting practice: For maximum benef its of the Company and its shareholders, the Company maintains the Board of Directors' independence in decision making. All members of the Board perform their duty with integrity and for the best benef it of the Company. As representatives of shareholders, the Board of Directors closely leads, monitors the operations, guides, assists and supports the management's operation.
    • Meeting schedule, meeting agenda and document preparation: The Board of Directors approved the Board's and committees' meeting schedules for the entire year and informed every director of the schedule. In 2016, the Board of Directors' meetings were scheduled at 3.00 p.m. of every third Monday of the month.

      The Chairman and the CEO jointly considered the matters to be included in each agenda to ensure that all significant matters are submitted to the meeting. They informed the directors in advance and distributed the meeting notice at the appropriate time according to the Company's regulation. Directors, however, are free to propose other matters to be included in the agenda by making such proposal 10 days before the meeting date.

      In case of urgent matters which may directly or indirectly affect the Company, directors can propose such matters for consideration or acknowledgement when the Board of Directors considers other agenda at the meeting. (Method for deciding matters to be included in the agenda and the method for directors to propose other matters are stated in the Company's regulation on the Board of Directors and published on the Company's website www.ratch.co.th.) Meeting agenda is grouped for easy consideration and the meeting is run in the preset sequence-matters to be informed by the Chairman, acknowledgement of the last meeting minutes, follow-up matters from the last meeting, matters for consideration, matters for acknowledgement, and others (if any). Regular matters to be proposed to the Board of Directors at the specific period, such as monthly, quarterly and annual agenda are set in advance. Schedule of monthly performance analysis report and progress of projects that the Company invests in are also reported to the Board of Directors meeting every month. The Company sends meeting notice, agenda and related document to each director approximately one week prior to the meeting date, providing them with suff icient time to study the information. Directors may ask for more information from the CEO and the Company Secretary Office. Members of committees can ask for more information related to their tasks from the CEO and through the secretary of each committee.
    • Roles of the Chairman, directors, Management and meeting atmosphere
      • The Chairman leads the meeting, sufficiently and adequately allocates time for directors to equally discuss and express opinions, encourages directors to participate in the discussion and freely express opinions, and summarizes the meeting's resolutions.
      • Directors share opinions based on the study of the information provided by the Management and additional information by considering the benefits and impact as well as risks for the Company and all stakeholders in order to obtain the meeting resolution. Directors shall contribute time, knowledge and experience to their role as a director of a listed company.
      • The Management is responsible for providing accurate, sufficient, complete and timely information that is relevant and necessary to support the Board of Directors' meeting decision, as well as present the information in advance in order to allow the directors' sufficient time to study the information. The directors shall propose options to the Board of Directors, and provide information and clarify additional information when asked in the meeting. The Board of Directors requires top executives from all functions to attend the meeting and invite other concerned executives for clarification on specific matters.
      • Meeting atmosphere and expression of opinions: The Company provides appropriate and sufficient meeting equipment and facilities. The meeting atmosphere is open and encourages all directors to participate in the discussion and openly and positively express opinions based on mutual benefit and impact on all stakeholders. Each meeting lasted 1.5 hours to 2 hours on average.
      • The meeting generally considers and discusses each agenda. The Management presents the background, rationale, importance, clarifications and related information to support decision making process and to support the Management's proposal. The Chairman allows sufficient time for all directors to discuss all issues and encourages directors to express opinions and ask questions on important matters for the Management to clarify. Afterward, all will make decision together, leading to the meeting resolution.
      • Directors who have conflict of interest do not have the right to vote on the matter (conflict of interest is considered based on the information provided in the conflict of interest report that directors and executives submitted to the Company Secretary) and this has been strictly implemented in all meetings.
      • In considering connected transaction or items that may involve conflict of interest, the meeting will mainly consider the benefits of the Company and shareholders. The meeting will consider the necessity and reasons for each matter the same way it does for other transactions. Correct and complete process and disclosure of information are highly weighted.
      • The Company Secretary provides initial recommendation to the Management and the Board of Directors to ensure that all the practice is in compliance with the related regulations, such as asset acquisition information disclosure, connected transaction and corporate governance.
    • Meeting minutes preparation and keeping
      • Company Secretary Office is assigned by the Board of Directors to record, prepare and keep the minutes of the Board of Directors' meeting and shareholders meetings.
      • Meeting minutes are prepared in writing and cover all important details, including date and time the meeting begins and ends, venue, list of attending directors and executives, list absent directors, summary of the matters presented in the meeting, summary of the discussed matters, opinions and observation of the directors, the resolution of the Board of Directors, and the name of the minutes taker and the meeting chairman. Meeting minutes are completed within three days after the meeting and delivered to all directors for improvement. If there no addition or amendment is made within seven days, the minutes is considered approved and submitted to the meeting's Chairman to sign. A copy of the signed meeting minutes is then delivered to each director for reference. In addition, the certified report will be added as an acknowledgement agenda in the next meeting.
      • Dissemination of the meeting's resolutions: The CEO communicates the written resolution to related units for acknowledgement and/or implementation. The CEO then monitor of the implementation and reported to the Board of Directors.
    • The Board of Directors and Committee's meetings in 2016
      (Detailed as in Management Structure)
  7. Performance Appraisal
    • Self-assessment of directors and committees

      The Board of Directors has to conduct self-assessment. The appraisal result, observation and recommendations are considered for the Board of Director's further improvement. The factors considered include the performance of Board of Directors and the committees as a whole as well as each director's individual assessment. The assessment covers many important areas according to the good corporate governance principle for listed companies, including directors' readiness, strategy formulation and business planning, risk management and internal control, conflict of interest prevention, financial and performance report monitoring, the Board of Directors' meeting, nomination and remuneration of the Board of Directors and the Management.

      The self-assessment of the committee covers the overall performance of each committee in terms of the committee's readiness, completeness of duty as assigned by the Board of Directors, and the committee's meetings both before (provision of meeting document prior to the meeting date to provide sufficient time for the committee members to study the information), during (information and significant agenda presentation, discussion, answering questions and meeting resolution) and after (preparation, submission and storing the meeting minutes).

      The assessment levels for the Board of Directors and committees comprise 4 levels- Excellent, Very Good, Good and Fair. Assessment results in 2016 are as follows:

      Appraisee Assessment Result
      As a whole Individually
      Full score: 100 Level Full Score: 100 Level
      1. The Board of Directors 95.02 Excellent 95.46 Excellent
      2. Committees (5 committees) Score/ Full Score Level Score/Full Score Level
      2.1 Audit Committee 28.00/30.00 Excellent 28.00/30.00 Excellent
      2.2 Human Resources and Remuneration Committee 93.83/100.00 Excellent 93.83/100.00 Excellent
      2.3 Risk Management Committee 28.50/30.00 Excellent 28.50/30.00 Excellent
      2.4 Investment Committee 28.75/30.00 Excellent 28.50/30.00 Excellent
      2.5 Corporate Governance and Social Responsibility Committee 28.00/30.00 Excellent 28.00/30.00 Excellent

      The Company will use the performance appraisal result of the Board of Directors and committees for further improvement of operational efficiency for both Board of Directors and committees and to improve performance of individual director in accordance with the management policy under the good corporate governance principle.

    • Top Executives Assessment

      With assistance from the Human Resources and Remuneration Committee in assessing annual operational performance of top executives, the Board of Directors adopts the performance appraisal criteria that were agreed at early of the year. In 2016, the criteria comprised four areas - business planning and development, supervision of companies within the Company's Group, financial management and organizational management. Each area has different weight. The Company also assesses top executives in terms of capability and management skills, including leadership, strategy formulation and implementation, financial planning and performance, networking, business knowledge and understanding and specific qualifications for the CEO and top executives position. The Company uses the assessment result to consider the top executive's remuneration and to arrange knowledge and skill development plan.

    • Directors and Top Executives' Remuneration
      (Detailed as in Management Structure)
  8. New Director Orientation and the Development of Directors and Executives

    The Board of Directors helps newly appointed director by arranging an orientation with a briefing by the CEO and providing orientation kit. Information included in the orientation kit are nature of business, details of committees, investment structure, organizational structure, financial performance and progress of investment projects, Memorandum of Association, objectives, Affidavit, Articles of Association, rules and regulations, policy, Code of Conduct, remuneration and benefits for directors, annual report and sustainability report, as well as the manual for directors of a listed company and compliance database. The orientation is held according to the Board of Director's policy to prepare directors to be ready to perform their duty.

    Directors will have the chance for continuous development to enhance understanding of roles, duty and responsibility as well as necessary skills for the directors to do their best job as the directors of a listed company. The Company has a policy to encourage the directors to participate in seminars arranged by related organizations, such as Thai Institute of Directors Association (IOD), Stock Exchange of Thailand and Thailand Energy Academy. The Company is responsible for the expenses related to such course attendance in accordance with the Board of Directors' policy to enhance directors' skills and capability.

    The Board of Directors' attendance in trainings and development courses organized by the Thai Institute of Directors Association

    Directors Course/ Class/Year
    2016 2015 2014 2013 2012 2011 2010 2009 2008 2007
    1. Mr. Sutat Patmasiriwat   CDC 9/2015       FSD 14/2011 RCP 24/2010     DCP 83/2007
    2. Mr. Chuan Sirinunporn     DAP 112/2014              
    3. Mr. Witoon Kulcharoenwirat FSD 31/2016                  
    4. Mr. Rattanachai Namwong     DCP 186/2014              
    5. Mr. Suthon Boonprasong         DCP 164/2012          
    6. Mr. Rum Herabat RCL 5/2016 RCP 39/2016   DCP 191/2014              
    7. Mr. Chavalit Pichalai FSD 31/2016 RCP 39/2016   DCP 192/2014              
    8. Captain Siridech Julpema Thriving a changing world The Power of Culture CDC 9/2015
    ELP 2/2015
    RCL 2/2015
    RCP 36/2015
    DCPU 2/2014
    ACEP 13/2014
      ACP 40/2012
    DCP 156/2012
    MIR 13/2012
    MIA 13/2012
    MFM 8/2012
    MFR 16/2012
             
    9. Mr. Veerasak Pungrassamee                    
    10. Mr. Prapon Kitichantaropas   DAP 120/2015                
    11. Mr. Samack Chouvaparnante   HRP 8/2015
    RCL 1/2005
                ACP 21/2008
    DCP 99/2008
    DAP 67/2007
    12. Mr. Prapon Kitichantaropas CGI 14/2016         DCP 148/2011        
    13. Miss Piyathida Praditbatuga       DCP 173/2013            

    Remarks: : 1. The course detail

    • ACEP : Anti-Corruption for Executive Program
    • ACP: Audit Committee Program
    • CDC : Chartered Director Class
    • CGI : Corporate Governance for Capital Market Intermediaries
    • DAP : Director Accreditation Program
    • DCP : Director Certificate Program
    • DCPU : Director Certificate Program Update
    • ELP : Ethical Leadership Program
    • Thriving in a changing world, London, England : 2. Other training and seminar attendance are reported in each director's profile.
    • FSD : Financial Statements for Directors
    • HRP : How to Develop a Risk Management Plan
    • RCL : Risk Management Program for Corporate Leaders
    • RCP : Role of Chairman Program
    • MFM : Monitoring Fraud Risk Management
    • MFR : Monitoring the Quality of Financial Reporting
    • MIA: Monitoring the Internal Audit Function
    • MIR: Monitoring the System of Internal Control & Risk Management
    • The Power of Culture: From Performance Culture to Winning Culture

    The Management prepared a summary report of the rules, regulations and memorandums both newly issued and amended by SEC and SET then presented to the Board of Directors' meeting to use as guideline so that their practice strictly complies with the law and regulations of the regulators.

    The Company sent executives and related employees to attend the corporate secretary, corporate governance, internal audit, anti-corruption, risk management and other related courses organized by various institutes and organizations. This enables directors and employees to better understand their responsibilities, which supports the operations of the Board of Directors and committees.

  9. Succession Plan for Top Executives

    The succession plan for the Chief Executive Officer follows the policy of the Company's major shareholder-EGAT. EGAT will nominate to the Board of Directors through the Human Resources and Remuneration Committee its executive who has appropriate qualifications, knowledge and capability to perform the task and brings greater benefits to the Company. The Board of Directors assigned the Human Resources and Remuneration Committee to prepare succession plan for top executives. The succession plan for other executive positions has been developed by analyzing competency and expected qualifications of different positions. The guideline will support human resources development and nomination of qualified persons to be promoted, demoted, retired, transferred and to prepare the Company's personnel for current and future expansion. Every position has clear career path. The Competency Model has been adopted and with joint implementation by advisors who have specific expertise in such areas.

  10. Directors and Officers Liability Insurance

    The Company is expanding its business and has engaged more with new business transactions that require directors and executives' approval, opinion provision, authorization and signing on important documents. Some of such activities may have high risks of claims from outsiders, shareholders and stakeholders on directors and executives responsibility arising from performing their duty. The Board of Directors required the Management to propose the Directors and Officers Liability Insurance (D&O) together with its conditions, limitation and premium for the Board's consideration every year. The insurance will provide protection over liabilities or claims against directors and officers who perform their duty in accordance with their position in good faith. In case of fraud, the Company is not liable for the loss and can requests the corrupted person to pay for the fees arising from the suitcase against the corrupted directors or officials.

6. Code of Conduct

 

The Company has been operating its business by adhering to the good corporate governance principles, ethics, moral, sincerity and transparency. Such practice is believed to enable to drive success of the organization and can support corporate vision, mission, policy and growth target as well as to maintain business sustainability amidst the rapidly changing environment. The Company is strongly committed to fighting against corruption in all forms. As a result, it has participated and become certified member in the Thailand's Private Sector Collective Action Coalition Against Corruption (CAC) since 22 April 2016. This is a concrete factor to promote and support anti-corruption practice and reduce fraudulent act and corruption or any negative impact on the organization, the country and all its stakeholders.

In 2016, the Company considered, reviewed and improved regulations, rules and Code of Conduct to keep them updated and cover the entire work process according to the CAC's anti-corruption framework. Such action will raise the corporate governance standard of the Company's Group to the international standard. A new Code of Conduct was written and has been used as a policy and the desired behaviors as well as a corporate governance guideline for the directors, executives and employees of the Company's Group and for treatment of all stakeholders, including shareholders, customers, creditors, trade partners, competitors, business partners, the government, community and the environment. The new Code of Conduct is implemented to replace the old one which had been used since the establishment of the Company in 2000. The new Code of Conduct was implemented and published on various channels to allow concerned persons and parties to understand. All employees have read and signed their acknowledgement and adopted it in their operations. Interested persons can find more information on the Company's website.

7. Communications and Monitoring of Performance to Ensure Full Compliance with the Corporate Governance Policy and Code of Conduct

 

Every new Director and employee will receive Code of Conduct and policies as part of their orientation kit which will be used as guideline and reference when performing their duties. All employees and directors have to sign on the document to increase awareness, acknowledge their responsibility and reinforce their commitment to respect the Company's policies and ethics. The Corporate Governance Policy has been communicated by the Board of Directors and the Management to all employees. The Company also provides for communication channel to listen to and collect employees' problems, concerns and recommendations for consideration, further action planning and execution as well as ensures the corporate governance practice implementation is in line with the good corporate governance principle. Various channels, including the Intranet, email system that employees have easy access and internal meetings, are provided to effectively communicate and disseminate the Company's policy and corporate governance news to employees and to increase awareness and commitment to embracing implementation of Code of Conduct.

Aside from regularly discussing with other divisions, the Internal Audit Division has also been assigned to be responsible for monitoring and following up with the implementation of annual audit plan and a quarterly report the audit results as well as making recommendation on solution and prevention of possible damages to the Audit Committee.

The "Compliance Database" was prepared, and distributed to the Board of Directors and published on the Company's internal database, which is easily accessible for use by all employees. The database comprises guidelines for important areas of practice and operations of the Company as a listed company, such as the disclosure of information, connected transaction, the acquisition or disposition of assets. The information is regularly updated.

The Board of Directors prepared the "Report of Directors' and Executives' Interests" and instructed the Directors and executives to report their and related persons' interests to the Company Secretary for reference and record. The Company Secretary shall make a copy and submit the report to the Chairman of the Board of Directors and the Chairman of the Audit Committee, according to the Securities and Exchange Act. The report will be used when considering who shall not have voting rights in the Board of Directors' and shareholders' meetings.

Throughout the year 2016, there is no event or action that is against the Company's Code of Conduct and the Corporate Governance Policy, including the following:

  • No complaint on infringement of basic rights of shareholders.
  • No wrong doing by Directors or executives related to the use of insider's information.
  • No dispute related to the breach of Code of Conduct on employees.
  • No dispute from the impact from Company's business activity on community, society and the environment.
  • No dispute or complaint on the failure to respect the Company's Code of Conduct towards customers.
  • No dispute or complaint on the failure to respect the Company's Code of Conduct towards creditors.
  • No dispute or complaint on the failure to respect the Company's Code of Conduct towards trade partners or suppliers.
  • No dispute or complaint on the failure to respect the Company's Code of Conduct towards competitors.
  • No dispute or complaint on the failure to respect the Company's Code of Conduct towards business partners.
  • No dispute or complaint on the failure to respect the Company's Code of Conduct towards the government sector.