Lease IT Public Company Limited

Language
TH

Corporate Governance

Lease IT realizes the importance of good corporate governance and we strongly believe that it is crucial to our success and to building confidence and trust of investor, shareholder, stakeholder as well as all related parties. An effective, transparent systematic management will lead to sustainable growth.

 

 

Section 1: Rights of Shareholders

The Company recognizes the importance of the fundamental rights of shareholders as the following:

(a) the right to sell or transfer shares,
(b) the right to receive a share of Company profits,
(c) the right to receive adequate information about the Company,
(d) the right to attend and vote at a meeting by the shareholders to appoint or remove directors,
(e) the right to appoint an auditor and make a decision about the matters affecting the Company such as dividend payments,
(f) the right to determine or modify regulations, the memorandum and articles of association, and
(g) the right to reduce or increase the Company’s capital and so on.

Apart from the above-mentioned rights and empowerments, the Company has worked on various matters in order to promote and facilitate the exercising rights of shareholders as the following:

  1. Informing the shareholders to attend a meeting at least seven days in advance, specifying the date, time, place and agenda while handling the documents related to the matters entirety.
     
  2. If the shareholder is unable to attend the meeting, the Company allows shareholders to delegate an independent director or any other person instead. Those attending the meeting as a proxy will be informed via invitation letter as well.
     
  3. The Company provides registration channels at the meeting venue specifically for individual shareholders and institutional investors with a computer system arranged for registration and counting votes to expedite the registration and vote computation process.
     
  4. Provide opportunities for shareholders to ask questions fully and freely.
     

At the end of each meeting, the Company will prepare a Meeting Minutes report detailing the important actions taken during the meeting. Subsequently, that report can be verified by shareholders.

The Company held the 2019 Annual General Meeting of Shareholders on 19 April 2019 at Big meeting room, MS Siam Tower 31 st Floor, Bangkok, Thailand. There were 11 directors and executives attending the 2019 Annual General Meeting of shareholders.

The Company appointed Thailand Securities Depository Co., Ltd., its registrar, to send the invitation notice to the meeting along with supporting documents from its website ( www.leaseit.co.th ) at least 21 days prior to the meeting in order to facilitate shareholders with an easy and prompt way to access the information relating to the meeting.

The Company provided opportunities for shareholders to submit questions relevant to the meeting agenda in advance of the 2020 Annual General Meeting of Shareholders during 14 November – 31 December 2019. However, no questions were submitted.

The Company must state the opinion of the Board of Directors in the notice of AGM within the period required by the SEC (Securities Exchange Commission) so that shareholders can study the information before the meeting. Typically, the shareholders must receive information via e-mail, the Company’s official website, or newspapers according to the Public Company Limited Act. The Public Company Limited Act has a policy to invite the shareholders and Board of Directors, including the President of the committees (i.e. Audit Committee Chairman, etc), concurrently. Doing this jointly clarifies and responds to inquiries by the shareholders attending the meeting.

Before the meeting, the Company explained to all shareholders the criteria and procedures for vote casting. There was also an external legal advisor who supervised the meeting and voting process to ensure that the meeting was conducted in accordance with applicable laws and the Company’s Articles of Association. At the meeting, the chairman of the meeting provided opportunities for shareholders to express their opinions and to make inquiries relevant to the Company and the meeting agenda.

On the next day after the conclusion of the meeting, the Company informed the resolution of each agenda from the 2019 Annual General Meeting of shareholders by indicating the votes as “approved”, “disapproved” or “abstained from voting” to the Stock Exchange of Thailand. This information was also included on the Company’s website.

Section 2: Equitable Treatment of Shareholders

The Board of Directors places a high level of importance on the fair and equitable treatment to all shareholders; including both executive shareholders and non-executive shareholders. Regardless if shareholders are Thai or foreigners, or if shareholders are of the majority or minority. The following actions have been implemented:

The Company has a policy to protect the rights of all shareholders. At the Annual General Meeting of Shareholders, the chairman of the meeting conducted the meeting in accordance with the agenda as set forth in the invitation notice to the meeting. No agenda was added without prior notification to the shareholders. All shareholders were entitled to vote based on the amount of shares held by each shareholder, whereby one share was equal toone vote.

During 14 November – 31 December 2019, the Company provided opportunities for the shareholders to propose matters that they considered necessary for inclusion in the agenda of the 2020 Annual General Meeting of
Shareholders and to nominate candidates for the election in choosing directors. The Company also posted the criteria and procedures in relation to the form of the newsletter from the Stock Exchange of Thailand and on its website at www.leaseit.co.th . However, no shareholders proposed matters for inclusion in the agenda of the meeting nor nominated any candidates for the election of directors. The Company gave authority to Thailand Securities Depository Co.,Ltd. (TSD), as the registrar of the Company, to send invitation letters attached with the documents for the Annual General Meeting 21 days in advance of the meeting. The Company also posted the invitation letter and attached documents for the Annual General Meeting on the Company’s website www.leaseit.co.th 30 days in advance of the meeting so that shareholders could access the information regarding the meeting conveniently.


The shareholders who could not attend the meeting in person were entitled to appoint an independent director of the Company or any other person to attend the meeting and vote on their behalf. The Company prepared proxy forms, as prescribed by the Ministry of Commerce, whereby the shareholders may give their proxies voting instruction. The proxy forms were delivered to the shareholders with the invitation notice to the meeting. Additionally, the shareholders could download the proxy forms the Company’s website www.leaseit.co.th .

The meeting was in accordance with the regulations of the Company. The details of the agenda were informed via the invitation letter to its entirety.
Nevertheless, some unnecessary details about the agenda were not added in the notification letter of shareholders. The agenda itself is important due to the fact that shareholders have time to study it before making any decision.

The Board of Directors approved a policy to report any purchase/sale of securities of the Company to the Board of Directors with the intention to prevent Insider Trading, or the illegal use of inside information with respect to those individuals involved, such as directors, executives and employees as well as spouses and minor children of all persons involved. For instance, the policy includes the penalties of any disclosure of information in order to prevent exploitation of inside information of the Company for one’s own personal benefit. It may be challenging to educate directors and managers of the Company to report full details about their spouses and underage children as well as the oblige to the change of the Securities and Exchange Commission under Section 59 and penalty provisions under the Securities and Exchange Act of Year 1992. However, the Board of Directors and executives have to report the purchase / sale of securities of the Company to the Board meeting by quarter.

The Company prepared the minutes of the Annual General Meeting of shareholders, and posted the meeting minutes on the Company’s website at www.leaseit.co.th

The Company has a policy that the involved transaction must be approved by shareholders in accordance with the requirements of the Stock Exchange of Thailand prior to the transaction. The Company will disclose the name and the relationship of the related parties, pricing, and value with a comment from the Board of Directors on the transaction for shareholders to be reviewed in the Annual General Meeting.

The Company prohibits the transaction in a manner that provides financial assistance such as lending and credit guarantees.

The Company has cleared transactions with affiliated Company which was done fairly and at arm’s length.

Section 3: Roles towards Stakeholders

The Company realizes the rights of all groups of stakeholders, whether inside or outside Company, and has undertaken measures to ensure that such rights are well-protected and upheld, in order to create good understanding and cooperation between the Company and its stakeholders. This will be advantageous to the operation of the Company, create confidence and stability between the Company and its stakeholders, and increase the ability of the Company to complete in the long term. The rights are discussed in the following:

  1. Rights of Employees: One of the main focuses of the Company is its selection on the personnel. The Company seeks to hire employees who are appropriate to the position and have a relevant experience compatible with the nature of the Company. The Company has always regarded its employees as a valuable resource, whose roles are fundamental to the success of the Company. Accordingly, the Company aspires to increase the potential of its employees throughout their career path by improving skills, knowledge and aptitude of its employees on an equitable basis. The Company offers incentives in remuneration to be reasonably compared with other leading companies in market. The Company has a policy to pay compensation in accordance with the results of operations of the Company in the short term, including the ability to make a profit each year in the form of incentives and bonus. The Company measures performance based on the Balanced Scorecard by using Key Performance Indicators (KPIs) as a tool to assist in management’s strategy for action. Through measurement and evaluation of performance, the organization can achieve consistency and focus on the aspects that are important to the success of the organization. Moreover, the Company has set up an Employee Joint Investment Program (EJIP) to provide long-term savings and offering its employees the opportunity to be a shareholder of the Company. The program was launched in 2015 and was completed in March 2018. In 2018, the Company decided to continue the Employee Joint Investment Program (EJIP) and the program will last for another 3 years (April 2018 - April 2021).

    The Company places great importance on the welfare and safety of its employees. The Company provides fundamental welfare and benefits, such as working hours, holidays, annual leaves, and any other types of leave, as well as social security, compensation fund and provident fund, as required by law and constantly communicates all benefits to its employees. In addition to those as prescribed by law, the Company also provides other welfares to its employees, such as health insurance, which covers outpatient and inpatient treatment, life insurance, personal accident insurance, and annual health check-ups. Healthcare measures are also provided, such as communication of preventive measures for epidemics and the provision of protective masks and alcohol-based hand gel for its employees and visitors. Lastly, the Company provides financial aid to its employees in various cases, such as wedding, childbirth, ordination, death of a close relative and natural disasters, etc.

    There were zero reports of accidents and leaves that occurred from working in the year 2019.
     
  2. Rights of Business Partners: The Company has set policies on the fair and responsible practice of all business partners based on trade agreements which specify conditions and guidelines. Moreover, the agreement incorporates the involved partners in such a way that brings benefit for both parties.
    1. 2.1. Customers: The Company sets policies and guidelines for its customers with conditions that are clearly stated and fair. In addition, the Company is committed to providing excellent customer service and assisting clients with courtesy when listening to any issues to better provide solutions. The client’s personal information is never revealed during this process.
       
    2. 2.2 Creditors: The Company aspires to maintain sustainable relationships with its creditors. It has a policy to treat its creditors equitably and fairly by providing correct, transparent and verifiable information to its creditors, and strictly honoring the terms and conditions of contracts whether in relation to the repayment of principal, interest and fees, maintenance of financial ratio or other conditions, etc. The Company will immediately inform its creditors in the case that the Company fails to comply with any condition in order to collectively find a solution. In the past year, the Company had no event of default obligation.
       
  3. Competitors: Though there are many competitors in the market, the Company is committed to operate in a way that is consistent with morality, ethics and high standard of service. Similarly, the rivals of the Company are to be considered and treated with respect. A priority of the Company is to build a mutual understanding with competitors and find a balance between providing financial and quality standards to customers as well.
     
  4. Society, Community and the Environment: The Board of Directors has a policy that focuses on the practical conduct regarding their responsibilities to society. The Company has participated in various types of activities in cooperation with several public and private organizations to support the community, society and the environment. The Board of Directors has adopted a policy on promoting the efficient use of resources to better the environment. The Company has set guidelines to be implemented within the Company such as energy saving, water conservation, paper recycling, and a campaign for waste management that includes waste water treatment prior to dumping it into the sewer. In addition, the Board of Directors encourages employee education and training in environmental matters. The Company has a policy to protect the environment implemented to promote responsibility towards the environment, and to develop and use more environmental friendly technologies. The Company has consistently taken action to reduce and control activities that may have a negative environmental impact, including the management of waste from the Company’s operations. The detail regarding Corporate Social and Environment activity can be found under Section “Sustainability”

Section 4: Disclosure of Information and Transparency

One of the major concerns of the Board of Directors is generating complete and accurate disclosure of financial reports, as well as providing general compliance with the rules established by the Securities and Exchange Commission. Financial reports contain important information that may affect the price and securities of the Company, eventually affecting the decision-making process of the related investors. The Company has decided to distribute the Company's information (equally and transparently) to shareholders and the public via media disclosure and the Company's website at www.leaseit.co.th. The Company also holds an analyst briefing each quarter to announce its quarterly operating results to shareholders, investor, analysts, fund managers, and other interested persons. The analyst briefing is attended by the management of the Company who will clarify and answer inquiries raised by attending persons.

The Board of Directors approved a policy to report any purchase/sale of securities of the Company to the Board of Directors with the intention to prevent Insider Trading, or the illegal use of inside information with respect to those individuals involved, such as directors, executives and employees as well as spouses and minor children of all persons involved. For instance, the policy includes the penalties of any disclosure of information in order to prevent exploitation of inside information of the Company for one’s own personal benefit. It may be challenging to educate directors and managers of the Company to report full details about their spouses and underage children as well as the oblige to the change of the Securities and Exchange Commission under Section 59 and penalty provisions under the Securities and Exchange Act of Year 1992. However, the Board of Directors and executives have to report the purchase / sale of securities of the Company to the Board meeting by quarter.

The Board of Directors further their intent to provide accurate and complete information by ensuring that the financial statements of the Company are prepared in accordance with generally accepted accounting standards. By choosing the appropriate accounting policies and practices regularly (and implementing cautious discretions including adequate disclosure in the financial statements notes), the Board has managed to establish and maintain an effective internal control system in the financial office. All these procedures allow the Company to be confident that the accounting records are maintained properly (with accurate, complete, and sufficient information) and identify weaknesses and flaws in order to prevent fraud or abnormal operation. The appointed audit committee consists of non-executive directors to serve on the audit of financial reports. Finally, the audit committee will report transactions and internal audits to the Board of Directors in terms of reports and surveys.

Whistle Blowing Policy: The Board of Directors provide the opportunity to internal and external stakeholders (Whistle Blower) to disclose information, clues, opinions or suggestions of unlawful/unethical issues, incorrect financial report or faulty internal control through the Audit Committee in order to examine and arrange the protection of the whistle blower policy.

The Company has established an Investor Relations department to efficiently and regularly communicate with its shareholders and general investors, and ensure that information is disclosed accurately, promptly and transparently. Any interested persons can obtain company information from the Investor Relations Section through telephone number +66 2163-4252 or email address IR@leaseit.co.th. However, the Investor Relations Section of the Company has not been established thus far due to the fact that activities of the specialized agencies do not have much to be considered for investigation. Instead, it is the Chief Executive Officer and Assistant Managing Director that acts as a direct information provider in regard to shareholders, analysts and related agencies.

Section 5: Responsibilities of the Board of Directors

  1. Structure of the Board

    At present, the Board of Directors is comprised of independent directors with more than one in three of the committees. There is a total of 8 persons (4 of which are females) consisting of 3 executive directors and 5 non-executive directors who are also on the Audit Committee that assists in the governance of the Company. The Audit committee has the rights and duties to acknowledge and investigate the authority of other sections. At least one of the audit committee members must have sufficient knowledge and experience in accounting to verify the reliability of the financial statements of the Company. The term of an independent director should not exceed 6 years from the date from the Company's registration of becoming a Public Company Limited on 16 May 2013. There are no directorships in more than 5 listed companies (excluding advisory positions in listed companies).

    The Company requires that the Managing Director of the Company may not be appointed as a director in another Company or be an employee in more than 2 other listed companies (excluding affiliated companies), and may not be a director of a business that may cause a conflict of interest, unless approved by the Board of Directors.

    The Company has an independency policy that states a chairman and the president cannot be the same person in order to prevent any arbitrary of one subject in the voting process. Therefore, the scope of authority of each position is clearly defined in the operation model of the Company.

    The Board of Directors are to be determined based on the elements of authority, and all the other directors will be appointed in the same way. The Chairman is elected by the directors of the Company and acts as the chairman of the meeting. The chairman has the responsibility to ensure that Board meetings proceed in accordance with the agenda, encourage all directors to participate in the meeting (such as asking questions or making observation notes), give advice and recommendation to the management and support the business operation of the Company. Nonetheless, the Chairman will not interfere with the daily operations of management of the Company.

    The Board of Directors of the Company is composed of directors who possess qualifications, knowledge, expertise and experiences in various areas, including finance and accounting, business administration, law and telecommunications. The independent directors possess higher qualifications than those required by the Securities and Exchange Commission and The Stock Exchange of Thailand, details of which can be found under section “Corporate Governance – Independent Directors”.

    The managing director or chief executive of the Company, has not been an employee or partner of the external auditors since the Company was established. Similarly, the Board of Directors appoints the duties and responsibilities of the Company’s secretary under the Act of Securities and Exchange.
     
  2. Roles, Duties and Responsibilities of the Board of Directors

    The Company instructs the Board to follow the Code of Best Practices according to the guidelines provided by the Stock Exchange of Thailand. The Board of Directors of the Company approves the vision, mission, strategies, business direction, operational policies, business plan and annual budgets of the Company, and directs management to perform in accordance to applicable laws, objectives of the Articles of Association of the Company, and resolutions of the Board of Directors’ and shareholders’ meetings all while taking into account the utmost benefits of the Company and the stakeholders. The Board of Directors will review and approve on an annual basis in order to adapt to an evolving environment and changing business conditions. The Board of Directors must understand and be aware of their assigned roles and responsibilities. Similarly, the Board must act according to objectives, laws and regulations of the Company. They must handle the decisions made in shareholders' meetings with integrity and take it into account all interests of the Company and its major shareholders.

    The Board of Directors creates a policy that clearly defines guidelines in a succession plan for the top executives, such as the Assistant Managing Director and the Chief Financial Officer. The Board of Directors are responsible for tracking the implementation of the succession plan and considering the selection of Managing Director. The Managing Director is responsible for the same process for the Assistant Managing Director and the Chief Financial Officer. The details are shown in the Annual Registration Statements (Form 56-1).


    Audit Committee

    The Audit Committee consists of five independent directors and is responsible for reviewing the financial reporting process, internal control system, internal audit system, and compliance with laws relating to the business of the Company. The consideration and selection of the Company’s auditors and evaluation of connected transactions, (transactions of interested persons or transactions which may give rise to conflicts of interest, etc.) will also be overseen by the Audit Committee.

    In selecting the auditors of the Company, the Audit Committee will consider the decisions pursuant to the Company’s assessment criteria, which consist of the auditors’ experience, performance, understanding of the financial business and expertise on auditing, as well as their independence in performing their works during the past year. At the 2019 Annual General Meeting of Shareholders, held on 19 April 2019, Ms. Somjai Khunpasut (certified public accountant No.4499), Ms. Ratana Jala (certified public accountant No.3734), and Ms. Rachada Yongsawadvanich, (certified public accountant No.4951), are all from EY Office Limited and were appointed as the auditors of the Company.

    Remuneration Committee
    The Remuneration Committee of the Company consists of five independent directors. The remuneration committee is responsible for determining recommendations on remunerations for the chairman and other directors, approving the remuneration of the Chief Executive Officer and considering the correctness and appropriateness of the remuneration policy, etc.

    In determining the remuneration of the Chief Executive Office, the Remuneration Committee will consider the performance of the Chief Executive Officer during the previous year pursuant to the specified key performance indicators (KPIs), each of which has a different weighted score. In 2015, the Company was prepared to grant management the option to buy securities. This is the long-term incentive compensation that is consistent with the Company's portfolio and benefits given to shareholders.

    Nomination Committee
    The Nomination Committee of the Company consists of five independent directors. The Nomination Committee is responsible for the selection of qualified candidates to be nominated for election as directors of the Company and its key subsidiaries. Previously, the Nomination Committee has considered and nominated a qualified candidate for the appointment of the Chief Executive Officer of the Company to the Annual General Meeting.

    Corporate Governance Committee
    The Corporate Governance Committee consists of five independent directors. The Corporate Governance Committee is responsible for developing and promoting a good corporate governance so as to be in compliance with the international standard and deemed acceptable by shareholders, investors, regulators, and other stakeholders.

    Risk Management Committee
    The Risk Management Committee consists of five independent directors. The Risk Management Committee is responsible for managing risk that may affect the objectives of the organization including overseeing that the risk of the safety and hygiene of employees, society, community, and environment to be in compliance with the international standard.
     
  3. Meeting of the Board
    A meeting with the Board of Directors of the Company is held at least once every quarter. The Company informs the directors of the date and time of the meetings in advance so that the directors can manage their schedule to attend the meetings accordingly. There are clear agendas set for each meeting. The Company sends the meeting invitation with the supporting documents to the directors at least five days in advance to allow the directors to have sufficient time to study the information prior to the meeting. The senior management of the Company will join the meeting in order to clarify and answer any inquiries made by the Board. The chairman will allow every director to express his/her opinion before proceeding with the vote and concluding a resolution of the meeting in each agenda. In addition, the Company has a policy that requires a minimum number of quorum at the time of the commission will vote on; all must be present for at least 2 out of 3 of its members. The Company records the minutes of the meetings in writing and keeps the original document with the meeting invitation notices and relevant supporting documents and copies are also maintained to facilitate the directors and relevant persons for the purpose of examination.

    ---------------------------------------------------------------------------------------------------------------------------------------------------------------- The Details of Corporate Governance are shown in the 2019 Annual Report and the 2019 Annual Registration Statement (Form 56-1).