The Board of Directors has complied with good practices for directors of a listed company by adopting the principles of good corporate governance and rules of practice of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand as guidelines in setting the policy of the Company.
In addition, the Company also considers the corporate governance evaluation of the Thai listed companies by comparing the past- 3-years evaluation results and the suggestions on how to compile with the good corporate governance for listed companies from the Good Governance Development & Alliance Department. This evaluation results were proposed in the Board of Director Meeting No.1/2559 in order to obtain the direction to improve the corporate governance.
Moreover, the Company has appointed an Audit Committee to assist in supervising its internal control system and to ensure that the principles of good corporate governance have been observed, with such details as set out as follows:
- Rights of Shareholders
The Board of Directors has formulated a corporate governance policy for a long-term benefit of its shareholders within the frame of stipulations of law and business ethics and attached importance to the rights of shareholders. The Company is determined and intends to grant to all of its shareholders equal rights as follows:
- Such basic rights as the shareholders should be entitled to in terms of voting, receipt of dividends, transactions or transfers of shares, presence at shareholders’ meetings, and equal receipt of sufficient information in a form befitting consideration and at an appropriate time;
- The right to elect and remove a director or an auditor during the election process, where the information regarding the candidates including names, professional work experiences, whether he or she is a board member of another company, and other relevant information would be included in the shareholders’ meeting invitation.
- The right to be entitled to a dividend allotment;
- The right to be aware of the Board’s resolutions concerning details of a meeting and the agenda of a meeting of shareholders in advance of the date of the meeting through information disclosed on the Company’s website;
- The right to receive an invitation to a meeting of shareholders and information on the place, time and agenda of the meeting, the criteria and procedure for attendance, and the points for consideration with facts, reasons and the Board’s opinion clearly presented in each item on the agenda; to this, the Company will announce such invitation on the Company’s website at least 1 months in advance before the meeting, and will publish the invitation in at least one daily newspaper for 3 consecutive days before the date of the meeting, and the Company will arrange for the time and place that are most convenient for the share holders to be present at the meeting;
- The Company accords an opportunity for its shareholders to propose a meeting agenda in advance and to send questions in advance for the meeting of shareholders through the Company’s website at least 5 months in advance before the meeting of shareholders;
- The Company encourages all of its directors to attend meetings of shareholders continuously and regularly every year. In particular, the Chairperson of the Board of Directors, the Chairperson of the Audit Committee and the President are present at every meeting of shareholders.
- Equal Treatment towards Shareholders
The Company has been aware of and attached importance to fair and equal treatment towards its shareholders. To this, it has formulated a policy to oversee and protect the shareholders’ rights and to encourage all the shareholders to obtain fair and equal rights as shareholders. In addition, the policy on treatment towards shareholders must be in accordance with the Company’s principles of good corporate governance and must be consistent with the practices under the rules and regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand and with other pertinent laws. Details of the Company’s main policy formulated to see to it that the shareholders obtains equal, fair and equitable rights are as follows:
- To encourage and allow all groups of shareholders, especially minority shareholders, to have a chance to participate in recruiting and electing directors to protect the equal rights of all parties by publishing the information for acknowledgement by the shareholders on the Company’s website at least 5 months in advance before the meeting of shareholders ;
To encourage and allow a shareholder, who is not able to be present at a meeting, to have a chance to grant proxy:
- In the event the shareholder is not able to be present at the meeting of shareholders, the Company offers 3 forms of proxy so that the shareholder will have a chance to select one that befits the needs for her/his use. All the proxy forms are determined by the Department of Business Development, Ministry of Commerce.
- The grantor can grant proxy to an independent director, who will perform the duty in accordance with the grantor’s intention. The Company has enclosed details of the independent directors with the proxy forms continuously and regularly every year.
Equality during Meeting of Shareholders
- Before the commencement of a meeting, the chairperson will inform the shareholders clearly of the rules to be applied at the meeting and of the steps of voting on the resolution of each agenda item.
- The Board Chairperson, who will attend and preside at every meeting of shareholders, accords an opportunity for the shareholders to ask questions and gives answers or explanations on the points relevant to the meeting agenda or the Company at all times.
- The Company accords an opportunity for the shareholders to resolve to elect each individual director.
- At a meeting of shareholders, the agenda as notified in the invitation to the meeting must be implemented. The Company has no policy to increase the meeting agenda or change the order of the agenda items unless such change or increase is reasonable and lawful in every respect.
- For transparency and accountability, at a meeting of shareholders the Company will use ballots for all agenda items, and for more rapidity and accuracy the Company has used a computer system for registration and for the passing of resolutions of shareholders.
- After a meeting of shareholders, the Company will prepare minutes of the meeting according to its agenda together with resolutions of the meetings and the number of votes agreeing, disagreeing or abstaining from voting, including significant details required for consideration, to completion within 14 days counting from the date of the meeting, and will also publish them for acknowledgement by the shareholders via the Stock Exchange of Thailand and the Company’s website in order that the shareholders can make examinations.
- Policy and Measure for Care of Internal Information – The Company has a policy and procedure for overseeing its directors and executives regarding the use for their own benefit of internal information which has not yet been disclosed to the general public, including securities transactions especially during 1 month before the financial statements are made public. To this, directors and executives in various departments are required to understand the duty to report on the holding of securities in the Company by themselves, their spouses and children who have not yet become of age. All changes in the holding of securities must at all time be notified and securities holding reports submitted via the Company Secretary’s office before they are forwarded to the Office of the Securities and Exchange Commission.
At the 2015 Ordinary Meeting of Shareholders, the Company granted all such rights and equalities as mentioned in 1 and 2 above to its shareholders and also prepared an invitation in both Thai and English for foreign shareholders, and for the 2016 Ordinary Meeting the Company will take steps to grant these rights and equalities to its shareholders.
- Roles of Stakeholders
The Company attaches importance to the rights of all groups of stakeholders by complying with the rules and regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, as well as with other laws relating to the protection of rights of these stakeholders so that they will be well cared for.
Shareholders : The Company is always well aware that it will conduct its business with transparency. It is determined to make its business prosper and yield good returns to the shareholders continuously in a long term. Customers : The Company is determined to develop the quality and standards of its products and will pay attention to friendly services for its customers to their maximum satisfaction and will also make available a working unit or personnel performing the duty to accept customers’ complaints so as to take action for the customers as soon as possible and the customers’ secrets will be kept. Suppliers : The Company will treat its suppliers fairly and equally,taking mutual benefits into consideration Creditors : The Company will treat its creditors fairly by complying strictly with the terms and conditions of the agreements and with the financial commitments. Competitors : The Company will behave in accordance with international rules of competition and will treat its competitors fairly, avoid dishonest methods, and will not destroy the reputation of its competitors. Employees : The Company holds that an employee is a valuable resource and must be treated fairly in terms of opportunity, benefit in return and potential development and must be assured of her/his life quality and safety of work as well as suitable welfare and Provident Fund Society and Environment : The Company is determined to conduct economically and socially beneficial business and attaches importance to environmental care and preservation. To this, the Company has a unit performing the duty to take care and charge of society and to promote organizational cul tures and evoke awareness in all individuals in the organization so that they take care of, develop and promote the environment and stakeholders in line with the sustainable growth of the Company are indicated in the heading “Social and Environment Policies”.
A stakeholder can ask for details, make complaints or notify clues of an offense committed regarding financial reports, internal control systems or business ethics of the Company by means of the email address email@example.com or firstname.lastname@example.org or at telephone no. 0-2785-4000, at the Company Secretary Department or the Internal Audit Office, which will consider the matters before forwarding them to the Audit Committee and the working units concerned for further action. The complaints and clues so notified will be protected and kept confidential, and steps will be taken to find ways to make to corrections or improvements.
- Disclosure of Information and Transparency
- Relationship with Investors
The Board of Directors attaches importance and is aware that disclosures of both financial and non-financial information of the Company will all affect the decision processes of investors and stakeholders of the Company. The Board of Directors is therefore aware of the necessity for disclosure of complete, true, reliable, regular and updated information. To disclose this information, the Board of Directors has assigned a finance and accounting support unit to communicate with institute investors, shareholders, analysts and the public sector concerned. Investors can ask information about the Company at telephone no. 0-2785-4000 or on the website www.snpfood.com or via the email address email@example.com
- Principles of Corporate Governance
The Company attaches importance to good corporate governance, which is important to the sustainable growth of the Company in a long term. It encourages the directors, Audit Committee members and employees concerned to perform their ethical duties under the Company’s missions faithfully, honestly and fairly and to treat the Company and all groups of stakeholders, the general public, society and customers in accordance with ethical practices. To this, the Company communicates regularly with its customers and monitors compliance with these courses constantly and also determines disciplinary action.
In addition, the Company pays strict attention to transactions that may have conflicts of interests, implements the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand, and stipulates that changes in the holding of securities be reported to Board meetings at all times, with such details as set out in the heading “Supervision of Use of Internal Information”.
- Remuneration for Directors and Executives
The directors’ remuneration is in accordance with a principle and policy specified by the Board of Directors, and it is connected with the Company’s operation results. Refer to the heading “Remuneration for Executives”. Approval for the directors’ remuneration is sought from the meeting of shareholders at all times.
- Relationship with Investors
- Board’s Responsibilities
The Board of Directors attaches importance to good corporate governance, business virtue and transparency. For this purpose, the Board of Directors has appointed an independent Audit Committee comprising 3 independent directors, whose term of office is 2 years each, and 1 secretary. Their names are as follows:
1) Miss Cattleya Saengsastra Chairperson, Audit Committee 2) Miss Sophavadee Uttamobol Member, Audit Committee 3) Mr. Piya Sosothikul Member, Audit Committee 4) Mrs. Chirley Sawangkong Secretary, Audit Committee
The purpose is to be in charge of the quality of financial reports and internal control systems. In 2015, 6 Audit Committee meetings were held and reports were submitted to the Board of Directors. For the Audit Committee’s opinions, please refer to details in the heading “Internal Control”
Counter-balancing by Non-executive Directors
There are 12 members of the Board of Directors, which comprises:
- 6 executive directors
- 2 other directors
- 4 independent directors, equal to one-fourth of the whole Board
Combination or Separation of Positions
- The Board Chairperson is the representative of the group of majority shareholders, who, in 2012, hold in aggregate 39.83 percent of the shares.
- The Board Chairperson is not the same person as the Vice President, but both are the representatives of the same group of majority shareholders.
- The Board of Directors comprises 4 independent directors and 2 non-executive directors, who will lead to management coun terbalancing and cross-examination
- Roles, Duties and Responsibilities of Board of Directors
- Leadership and Visions
All members of the Board of Directors possess leadership, have wide visions and are free to make a decision. In addition, the Board of Directors participates in formulating or approving of visions, strategies, targets and budgets of the Company and supervises the Management so that it conduct business affairs efficiently and independently for an increase in the economic values and a sustainable growth of the business.
- Separation of Roles, Duties and Responsibilities between the Board of Directors and the Management
The duties of the Board of Directors and the Management are clearly separated for management counterbalancing and cross-examination. The Board of Directors will consider and approve of policies in their overall pictures, such as, visions, missions and corporate governance policies, whereas the Management will have the duty to manage the Company and lay down plans and strategies in accordance with the policies formulated by the Board of Directors. Details of the roles, duties and responsibilities of the Board of Directors and the Management are indicated in the heading “Directorial Structure”.
- Policy on Conflicts of Interests
To prevent a conflict of interests, the Company has formulated a policy clearly for the supervision of transactions that may lead to conflicts of interests. To this, steps of approval for connected transactions between companies or persons that may have conflicts are specified in writing. In the event a director has an interest in any item on the agenda, that director will have no right to vote on that item. In addition, policies and procedures for supervising executives and parties concerned have been formulated in order that they do not use internal information of the Company for a personal benefit. In 2009, The Executive Committee has also formulated guidelines for the process of submitting each member’s information as well as related personal information. Such information must be reported at least once a year, or once the information has been altered, so that the Company can monitor and control transactions that are related to each member.
Internal Control and Audit System
- Internal Control
The Company has set the policy in developing the internal control efficiently, effectively, and continually. In addition to the internal control in operation and in the computer system that are compatible with the operation of the Company, in order to comply with the internal control system efficiently this year the Company has introduced the self-control evaluation system to each division to use as a guideline to evaluate oneself frequently. This is to prevent or to mitigate unaware fault or fraud.
- Internal Audit
The company recognizes the importance of the internal audit as a tool to guarantee that the internal control has been practiced efficiently and continually. Also, the Audit Committee intends to elevate the standard of the auditing work, it thus determines that the audit unit must have vision to audit creatively and generate value added for the organization as mention in principle of the good corporate governance. Moreover, it also determines to evaluate the auditing work quality by those divisions that have been audited as well as to have the internal audit department to evaluate itself.
- Internal Control
- Risk Management System
The company is committed to the development of risk management to increase efficiency and effectiveness. In 2012, the company has established a Risk Management Committee to responsible for the organizational risk management other than risk management team that responsible for the departmental level. In 2015, the risk management committee had 3 meetings, to identify the risk factors of all departments across the organization, risk prioritized, established the guidelines for risk management of the company, and assigned responsibility to provide the measures to control and manage the risks to an acceptable level in order to achieve the goals and strategies set forth, and build trust with shareholders and other stakeholders. The risk management committee has considered the change of risk factors and economic condition that may affect the company’s operation in each quarter, evaluated major projects proposed by the executive committee to ensure the risk management and monitoring of each project is appropriate and be able to achieve its goal before propose to the Audit Committee and the Board of Directors accordingly.
- Meetings of Directors
The Board of Directors holds a regular meeting at least in every quarter. And in order that directors are able to be present at a Board meeting, the Secretarial Department specifies a schedule of Board meetings in advance every year and informs all the directors of this schedule at all times before the Board meetings. The Secretarial Department will send an invitation together with supporting documents at least 7 days in advance of the meeting so that the Board of Directors may consider it and have sufficient time to study information before attending the meeting. In 2015, the Board of Directors held 6 meetings in total. The Chairperson of the board attended all the Board meetings, and during the meetings the chairperson gave a chance and allocated time for directors to ask the Management and for careful, appropriate and sufficient consideration of information, and records of the meetings were kept in writing and minutes of the meetings certified by the Board of Directors were filed and made ready for examination by the directors and parties concerned.
- Reporting by Board of Directors
The Board of Directors is responsible for consolidated financial statements of the Company and its subsidiaries and for financial information appearing in annual reports. The financial statements have been prepared in conformity with accounting standards generally accepted in Thailand. Appropriate and constantly applied accounting policies are selected for use and careful discretion is exercised and optimum estimations applied for the preparation thereof. Moreover, significant information is sufficiently disclosed in the notes to financial statements. For details, please refer to the Report on the Board’s Responsibility for the Preparation of Financial Reports.
The Board of Directors has caused to be maintained an efficient internal control system so as to reasonably ensure that records of accounting information are correct, complete and sufficient and to disclose weak points for the purpose of preventing dishonest acts or significantly irregular transactions.
- The Performance Evaluation of the Board of Directors
Nomination and Remuneration Committee has considered the performance evaluation forms of the Board of Directors and other committees of the Company by categorizing into the performance evaluation of each directors and the performance evaluation of a whole group of directors. Once the performance evaluation forms have been considered, it was proposed in the Board of Director Meeting.
The Board of Directors approved the performance evaluation forms mentioned above for the year 2015. The evaluation topic included the evaluation of the structure and the qualification of the directors, the role and responsibility of the directors, the meeting of the directors, the performance of the directors, the relationship with the Management, and the self development of the directors and the Management.
The Nomination and Remuneration Meeting No.1/2016 held on 16 February 2016 has considered the summary of the performance evaluation of the directors by comparing with the past 3-years results, and proposed it to the Board of Directors Meeting No. 1/2016 held on 23 February 2016 to consider merit, demerit, and direction for improvement. The performance evaluation was aimed to obtain the result to use in improve the performance of the directors. For the year of 2015, in overall the Board of Directors agreed that the most of the operations have been done properly.
Development of Directors and Executives
- Development of Directors’ and Executives’ Knowledge – The Company promotes and offers convenience for directors’ and executives’ training and knowledge development relating to corporate governance. The Company has made an orientation ceremony for new directors whenever a new director is appointed. To this, an overall picture will be presented regarding the Company’s business and relevant information; the names of the Company’s directors and managerial structure; legal documentation and handbooks; rules and regulations of working units concerned; the directors’ roles, powers, duties and responsibilities; corpo rate governance guidelines; certificates, Memorandum and Articles of Association; the Company’s rules, visions, targets, and information on the conduct of business and activities of the Company. Directors are also caused to visit businesses and attend meetings related to the setting of visions and business plans in association with high-ranking executives of the Company.
- Work Succession Plan – The Company has prepared some personnel as replacements for high-ranking executives who are about to attain retirement age. At the same time, a guideline has been formulated for the development and enhancement of the po tential of executives who would succeed to the positions.
- Board Structure
- Human Resources Policy
The Company recognizes that human resources are critical success factor for successful business; human resources are thus sustainably created and developed so that the Company can effectively compete with domestic and international business competitors. In the past year the Company has also focused on developing the management level staffs in accordance with the organization’s strategy in various trainings/workshops such as, “From Strategy to Practice”, “Cresitive (Creative + Positive) Thinking”, “Leadership and Employee Motivation Technique”, “Strategy Management and Planning”, “Prevention of Corruption in the Organization (Best Practice in Internal Auditing)”, “Accounting for Executives” etc..
For the past 10 years, , the Company continues supporting the development and the creation of human resources through the operation of the S&P Learning Center authorized from the Ministry of Education to offer courses of vocational certificate on retail business, and food and nutrition. The Company has signed the memorandum of understanding (MOU) with the Office of Vocational Education to open vocational courses in Dual Vocational Training system for students across the country that offer the vocation training in the Company’s outlets. The students in this program will be able to gain experience and earning during school. Upon their completion of their study, they can also bring the knowledge to earn a living in their hometown as well. In addition, the Company in collaboration with various universities has developed an undergraduate program of culinary technologies and services, and retail marketing in order to produce higher capability chef and restaurant manager.
The Company has had no significant labor disputes during the previous 3 years’ period, and the employees (exclusive of the directors and executives under the heading “remuneration for executives”) and employees’ remuneration, that is, salaries, bonuses, special rewards and overtime pay and other welfare, separated according to main line of command, are as follows:
Working Units 2015 2014 Number of employee Remuneration
Number of employee Remuneration
Local Offices 677 383.34 645 274.79 Branch Operation Dept. 4,542 773.63 4,007 783.98 Factories 1,731 363.65 1,618 357.98 Total 6,950 1,520.61 6,270 1,415.79
- Internal Control
The Company has a policy in developing the internal control to be continually efficient, be written into statement coving all operation systems, and also be done in accordance with the Board of Directors’ policy. Thus, the basic structure of the internal control has been established as a guide for the operation. The Company thus prepared the manual called “The Regulation of the Internal Control System” of the Company in order to encourage the learning and the understanding about the code of conduct and the principle in monitoring and assessing. It is expected that the operating report will be delivered on time and all employees of the organization will act in accordance with the mentioned manual. As a consequence, the Company then could achieve its objectives and sustainably grow.
The establishment of the internal control standard is to ensure that the operation will achieve the overall objectives of the Company efficiently and effectively, including the asset security, the protection or mitigation of the mistake or misconduct in each division, the credibility of the financial report, and the respect in law, regulation and rules.
The Company’s internal control system that has been complied with the internal control principle of COSO can be described as follows:
- Organization and Environment
The Company has provided the annual strategy plan by reviewing the objectives of the operation to ensure that the objective defining have been done carefully and also to consider the practicality of those objectives. Also, the working groups coping with each issue have been established by selecting ones equipped with knowledge, caliber and skill in their field of specialization in order to determine the guideline for the employees to work in accordance with the objectives and to be able to apply the Key Performance Indicators (KPI’s) as a tool to assess the performance of the employees. Moreover, the manual on the working regulation and the code of conduct has been provided for the committees and employees to strictly, honestly, transparently comply with.
- Objective Setting
The Company has clearly defined the objectives of the internal control including the strategy for the operation, for reporting, and for complying with the policy, law, regulation and rule that have been written. This practice have been done in according with the main objectives or the overall mission as well as with the acceptable risk in order to equip the management team with a tool and guideline for managing and controlling with efficiency, transparency and accountability. This will also create the creditability for those related people. In addition, the Company has also adjusted the strategy plan and objectives to conform to the always fluctuated environment and risk factors.
- Event Identification
The Company has appropriately and systematically specified the event identification and various risk factors that will negatively affect the organizational level objectives and operational level objectives as well as the possible events that will positively benefit the objectives. This has been done by considering the sources of risk from both inside and outside the Company. Also the monitoring has consistently done to ensure that the Company has specified the risk factors covering the change of each level, and the management team and related people have always been kept updating with the situation.
- Risk Assessment
The Company has more emphasized on risk management. Thus, the Risk Management Committee has been established and the risk management manual has been provided as a guide for assessing the risk, rating the risk, controlling the risk, mitigating the risk, and also monitoring and evaluating in order to effectively increase the risk management performance. In addition, the Risk Management Committee also provides opinion in relation to the auditing as well.
- Risk Management Policy
The Company value the significance of the risk management which is the essential mechanic and tool in managing organization to achieved the set target. The policy on risk management has been set to emphasize on risk management in accordance with the good corporate governance and also to manage risk within the whole organization integrally, systematically and continually. It is expected that the risk will be minimized to the acceptable level. The Company has determined to have the procedure to follow up the risk management in all level and the result must be reported. This measure also has been applied to minimize the risk to the acceptable level. Besides, the Company has specified that the risk must be review and update to be accordance with the situation in every year.
- Controlling Activities
The Company has clearly defined the duty and the responsibility of each position, and also provided “The Internal Control Regulations and Business Authorization” for each division to use in its operation. These regulations and authorization will be reviewed and im proved to allow the operation process align with the organization structure and the present operation. They were also designed to allow each function to be able to check and balance as well as to recheck the operation result if it has always been done in comply with the rules and regulations specified in “The Internal Control Regulations and Business Authorization” and other Company’s manuals. This is to guarantee that the operation has been done under the sufficient and appropriate internal control, and also efficiently.
- Information and Communication
The Company places importance on information and communication system, and encourage the continual development in order to manage all information to be correct and up-to-date. Thus the modern and efficient information technology system has been implemented. This system also provides data security in all operation that includes data collecting, data processing, reporting, filing, and assessing. It is expected that the operation and the utilization of significant data by the Management or other stake holders in company management will be correct, complete and sufficient within the appropriated time.
The Company also sets the policy in relation to the security of information technology and data utilization, and also provides the intranet system as a communication channel within an organization for the announcement of the policy, the regulation, the order, the authorization manual, the operation manual, and other information.
The Company has defined the KPIs for evaluating and assessing the performance of all divisions, and also reviewed the KPIs every year. So the Company can monitor its performance each month continually and in time. In case the operating result differs from the specified target, the root cause will be analyzed, and the follow-up and improvement measures will be continuously set. Also the operation report of the Audit Committee will be proposed to the Board of Director in every quarter.
- Head of the Internal Audit
Mrs.Chirley Sawangkong, the Deputy Vice President of the Audit Office, whom qualifications and caliber meet the requirement is currently the Head of the Internal Audit.
- Head of the Company’s Compliance
Mr.Supathep Sukanjanaporn, the head of the Company’s Compliance, has handled this job properly.
- Organization and Environment