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 through the following:

 

  1. Inform 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. Allow shareholders to delegate an independent director or any other person to attend the meeting as a proxy if the shareholder is unable to attend. The proxy will be informed via invitation letter.

  3. Provide registration channels with arranged computer systems at the meeting venue specifically for individual shareholders and institutional investors to expedite the registration and vote computation process.

  4. Provide opportunities for shareholders to ask questions fully and freely.

  5. For each meeting, the Company prepares a Meeting Minutes report detailing the important actions taken during the meeting and this report is accessible to shareholders subsequent to the meeting.

 

The Company must state the opinion of the Board of Directors in the notice of Annual General Meeting 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 and shareholders and Board of Directors, including the President of the committees, must be invited concurrently according to the Public Company Limited Act.

 

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

 

On the day after the conclusion of the meeting, the Company informs the resolution of each agenda from the Annual General Meeting of shareholders by indicating the votes as “approved”, “disapproved” or “abstained from voting” to the Stock Exchange of Thailand. This information is 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, Thai and foreigners, and shareholders of the majority and 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 to one vote.

Section 3: Roles towards Stakeholders

a)   The Rights of 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. The rights are discussed in the following:

The details regarding Corporate Social and Environment activity can be found under Section “Corporate Social and Environment”.

 

 

  1. Rights of Employees: The Company views its employees as a valuable resource, whose roles are fundamental to the success of the Company, and in turn, seeks to hire employees who are appropriate to the position and have a relevant experience compatible with the nature of the Company. The Company offers incentives in remuneration to be reasonably compared with other leading companies in the market and 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 using Key Performance Indicators (KPIs) as a tool to assist in management’s strategy for action. Moreover, the Company has set up an Employee Joint Investment Program (EJIP) to provide long-term savings and offer its employees the opportunity to be a shareholder of the Company.

  2. 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, social security, compensation fund and provident fund, as required by law and communicates these 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.


    Human Resources Management Policy

    The Company incorporates both methods of knowledge sharing and project assignments for developing their personnel. The Company has initiated a project for the personnel covering each position, which is revealed in the Annual Registration Statements 2018 (Form 56-1).

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  3. 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 to both parties.

    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. The client’s personal information is never revealed during this process. Customers are selected through clearly defined customer criteria based on the following:

    • The presence of the customer.

    • The ability to repay customers and debtors.

    • The ability to complete work projects.

    The Credit Committee is responsible for considering the above criteria.

    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, 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.

    2.3 Competitors: Though there are many competitors in the market, we are committed to operating 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.

    2.4 Society, Community and the Environment: The Company has set guidelines focusing on the practical conduct regarding their responsibilities to society and the efficient use of resources to better the environment. These include energy saving, water conversation, paper recycling, and a campaign for waste management that includes waste water treatment prior to dumping it into the sewer to reduce and control activities that may have a negative environmental impact. In addition, the Board of Directors encourages employee education and training in environmental matters. The Company has a policy to develop and use more environmental friendly technologies. The Company has also participated in various types of activities in cooperation with several public and private organizations to support the community, society and the environment.

The details regarding Corporate Social and Environment activity can be found under Section “Corporate Social and Environment”.

 

b)   International Human Rights Principles

The Company supports internationally declared human rights which include declarations and treaties of the United Nations on human rights. Directors, executives and employees of the Company and other persons acting on behalf of the Company shall respect personal dignity, privacy and individual rights of each person they are in contact with in the course of their duties, and shall not take any action which results in or supports the violation of any human rights as prescribed in the code of conduct “Corporate Ethics-Good Governance of the Company”.

 

The Company respects and is in line with laws on human rights, including preventing and avoiding human rights violation of staff, partners, and communities under the legal provisions defined by the Thai law with the following practices:

 

  • Child Labor: The Company shall be in line with the law on minimum age requirements for employment and shall not allow child labor or perform any task which is harmful to the health and growth process, including affecting compulsory education.

  • Child Labor: The Company shall be in line with the law on minimum age requirements for employment and shall not allow child labor or perform any task which is harmful to the health and growth process, including affecting compulsory education.

  • Non-discrimination: The Company shall respect differences and treat its staff equally without compromising or derogating its staff’s rights caused from origin, nationality, race, color, ancestor, religion, social status, gender, age, disability or infirmity, political idea, as well as marital status. Moreover, it shall assign protection problem-solving measures in regard to sexual abuse.

  • Compensation: The Company shall settle wage, compensation, and any forms of profit in accordance with the labor law and on due and shall not deduct its staff’s wage unless such deduction is not against any laws.

  • Working hours: The Company shall set its normal working hours not exceeding the one defined by the law and ensure that staff working hours and overtime be in line with those defined by the law.

  • Freedom of association and collective bargaining: The Company shall respect its staff’s rights in association or any kinds of grouping which is not against any laws, including participating in collective bargaining according to the law process.

  • Occupational health, safety, environment and facilities: The Company shall constantly provide, support, and promote a safe working environment, preventing any negative impact on the health of its staff or related individuals, as well as focusing on maintaining, preventing, and reducing environmental impact caused by the Company and related individuals’ activities. Furthermore, the Company shall provide hygienic and clean lavatories and drinking water, appropriate first aid requisites, clean dining areas and food storage in accordance with sanitation laws.

 

Participation of Stakeholders

The participation of stakeholders allows the Company to understand the demand and expectations of stakeholders and enables proper measures to be taken to prevent any risk or potential impact that may arise from any inappropriate actions.

Section 4: Disclosure of Information and Transparency

One major concern of the Board of Directors is generating complete and accurate disclosure of financial reports, and providing general compliance with the rules established by the Securities and Exchange Commission. 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. 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.

 

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 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 and they will report transactions and internal audits to the Board of Directors.

 

The Company also emphasizes the importance of customer satisfaction by appointing employees who have no conflict of interest to survey customer satisfaction and check for corruption issues.

Section 5: Responsibilities of the Board of Directors

a)   Structure of the Board

The Company requires that the Managing Director of the Company may not be appointed as a director in another company, be an employee in more than 2 other listed companies (excluding affiliated companies), or 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 other directors will be appointed in the same way. The Chairman is elected by the directors of the Company has the responsibility to ensure that Board meetings proceed in accordance with the agenda, encourage the participation of all directors, provide advice and recommendations to 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”. Similarly, the Board of Directors appoints the duties and responsibilities of the Company’s secretary under the Act of Securities and Exchange.

 

b)   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 interests of the Company and the stakeholders. The Board of Directors will review and approve on an annual basis in order to adapt to the evolving environment and changing business conditions. The Board of Directors must fully understand their assigned roles and responsibilities and handle the decisions made in shareholders' meetings with integrity. Similarly, the Board must act according to objectives, laws and regulations of the Company.

 

Internal Control

The Company focuses on the importance of having an internal control system for both management and operational levels, and has the power to determine the scope and authority of the internal processes. Implementation of such control systems will benefit the Company with the following: distributing the approved responsibilities, recording transactions and data information, and storing and evaluating the assets independently. To achieve a balance between the validity and integrity of the system, the financial department of the Company provides financial reports to the managing director in charge. Meanwhile, the Internal Audit Department is responsible for monitoring the internal control system and providing reports directly to the Audit Committee.

 

The Company is aimed to define all business operations clearly in terms of measurable operational tasks. To do this, management will compare the actual performance (of the sections) with the defined goals on a monthly basis. Moreover, there will be an assessment of the risk factors, both externally and internally, within the operational tasks. The Company will also determine, analyze, and track all risk factors as well as measures to reduce risk. In certain circumstances, the Company may hire and assign the relevant agencies to identify the risks through progress reports to the Board.

 

The Board of Directors conducts an evaluation on the performance of the members and an individual self-assessment on an annual basis in order to provide an opportunity for each director to express his or her view on the performance of the Board of Directors as a whole and consider and review the results, problems and obstacles on its performance over the previous year.

 

The Board of Directors holds a Board of Directors’ meeting without the presence of the executive director or a member of management at least once a year. The meeting provides the directors with the opportunity to review the performance of the parties and the Company and discuss any management issues or other issues which are of interest to the Board of Directors. The resolutions of the meeting will be notified to the Chief Executive Officer for acknowledgement and consideration for further improvement. The Board of Directors also has a policy to evaluate the annual performance of the Chief Executive Officer/ Managing Director every year.

 

c)   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 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.

 

d)   Development of Directors and Executives

The Board of Directors has set a policy to promote and facilitate the training and education of the personnel involved in the governance of the Company, including the committee, audit committee, management and the Company’s secretary. The main objective of the Company is to provide continuous operational improvements especially courses that are organized by Thai Institute of Directors (IOD), Stock Exchange of Thailand (SET), Securities and Exchange Commission (SEC) and Federation of Accounting Professions of Thailand. The Company has provided training to directors and executives as follows:

  1.   Mr. Sompon Aketerajit has enrolled in Top Level Management, organized by Capital Market Academy

  2.   Ms. Parichatara Laotheerasirivong has enrolled in the New Director's orientation course

  3.   Mrs. Chonticha Supaluxmetha has enrolled in the Preparation of Consolidated Financial Statements (TFRS 15) for general business (In-House) and Financial Projection courses