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Corporate
Governance of MPT in accordance with the benchmark
of Organization for Economic Cooperation and
Development (OECD) : Principles of Corporate
Governance
Board of Directors of MPT truly believes that
apart from being in compliance with the Articles
of Association, all rules and regulations
published by the Stock Exchange of Thailand
(SET), the Securities and Exchange Commission
of Thailand (SEC) and the Public Company Act,
a good corporate governance is a core element
to ensure the long term sustainability to
the shareholders value. In this respect, The
Board of Directors has set out a governance
policy as a framework for its duties and actions
relying on the benchmark of Organization for
Economic Cooperation and Development (OECD)
Principles of Corporate Governance, which
are:
1. Rights of Shareholders
2. Equitable treatment of shareholders
3. Role of stakeholders
4. Disclosure and transparency
5. Responsibilities of the Board
1. Rights of Shareholders
The Board of Directors sees the importance
of the rights of shareholders. All rights
of shareholders shall be protected. Basic
shareholder rights shall include the right
to secure methods of ownership registration,
obtain relevant and material company information
on a timely and regularly basis. The Board
of Directors also supports all shareholders
to have the opportunity to effectively participate
and vote in the shareholders meetings and
be informed of the voting rules and procedures
in order to ensure that shareholders have
sufficient information to make decisions for
voting.
2. Equitable treatment of shareholders
The Board of Directors has a policy
of equitable treatment for all shareholders.
All shareholders including minority and foreign
shareholders shall be treated equally and
have the opportunity to obtain effective redress
for violation of their rights. All shareholders
possess equal basic rights to adequate, complete,
fair and sufficient information disclosed,
the right to attend and vote in the meeting
especially in relation to significant change
in policy, right to propose to elect and dismiss
board members as well as the right to express
their opinion and/or concern to acquire explanations
and ask additional question in association
with the nature of business. The Board of
directors has fully implemented the fair disclosure
policy of material information to the shareholders.
The Company has periodically communicated
to all shareholders and members of investment
community about the business operations in
every quarter to disclose financial performance
and met the analysts and discuss on the financial
results and the outlook information. In this
respect, the Company also observes a quite
period of 2 weeks prior to the release the
quarterly financial results, during this period
there is no communication with analysts or
others. Additionally, during this period all
employees of the Company are prohibited from
trading their shares of the Company. Trading
of the shares resumes once the quarterly financial
results are released to the SET, as stated
by law.
3. Role of Stakeholders
The Board of Directors recognizes
the rights of stakeholders, including executives,
staffs, customers, trading counterparties,
creditors, competitors and society as a whole,
which are established by law or through mutual
arrangement, agreement and encourage active
co-operation between corporations and stakeholders
in creating wealth, value, jobs and the sustainability
of financially sound enterprises. In this
regard, the Company encourages well cooperation
between the Company and the stakeholders in
creating mutual benefit and ensures that the
rights of stakeholders are protected and respected.
The Company also supports the stakeholders,
including individual employees and their representative
bodies, to be able to freely communicate their
concerns about illegal or unethical practices
to the board and their rights need not be
compromised. In due cause, the whistle blowing
policy has been fully implemented by the Audit
Committee of the Company.
4. Disclosure and Transparency
One of the Board of Directors’ duties is to
ensure that all material information and matters
regarding the corporation, including financial
and operating results, Company’s objectives,
major share ownership and voting rights, remuneration
policy for board members and key executives,
related party transactions and governance
structures and policies are timely and accurately
disclosed. The Board of Directors emphasizes
that all such information are prepared and
disclosed in accordance with high quality
standards of accounting, financial and non-financial
disclosure. Additionally, an annual audit
of the Company shall be conducted by an independent,
competent and qualified auditor in order to
provide an external and objective assurance
to the Board and shareholders that the financial
statements fairly represent the financial
position and performance of the Company in
all material respects.
5. Responsibilities of the Board (Internal
Control and Risk Management)
The Board of Directors provides strategic
guidance to the management of the Company
and effectively monitors the management. The
Board of Directors acts on a fully informed
basis, in good faith, with due diligence and
care, and in the best interest of the Company.
In this regard, a comprehensive internal control
system is established with an internal auditor
who always assists the Audit Committee to
ensure risk identification and mitigation.
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