Composition of the Board of Directors
- The Company’s Board of Directors must consist of no less than 5 directors. No less than half of the number of directors must reside in the Kingdom of Thailand. The Company’s directors must have the qualifications as required by laws. The Company’s directors must or must not be the shareholders of the Company.
- The Company’s Board of Directors consists of Executive Director, Non-Executive Director, and Independent Director by which the Independent Director must be at least 1 in 3 and must be no less than 3 persons. The qualifications of the Independent Director must be in accordance with the Announcement of the Office of SEC.
- The Company’s Board of Directors selects a director as Chairman.
Qualifications of Board of Directors
- Qualified in accordance with Public Limited Companies Act and Securities and Exchange Act.
- The Company’s Board of Directors must have knowledge, abilities, skills, various expertise, leadership, and experiences that are beneficial to the business with intention, business ethics and the independence in the revision of Company’s operation.
Roles of Board of Directors
- Perform the duties according to the laws with responsibilities and honesty; protect the benefits of the Company; and pay attention in taking care of the operation of the Company to be in accordance with the laws, objectives, and requirements of the Company as well as the resolution of the Meeting of Board of Directors and the Meeting of Shareholders, including the requirements of the Stock Exchange and Office of SEC to be in accordance with the principle of good corporate governance.
- Determine the visions, missions, overall policies, directions, financial targets, risks, plans, and budgets as well as the significant strategy in the business operation of the Company with the ability, honesty, and prudence to protect the benefits of the Company and the benefits of the shareholders, including supervising the operation of the Administrative Division to be in accordance with the policy and the plan as assigned with efficiency, effectiveness, and correctly according to the requirements of laws and the provisions of organizational governance.
- Supervise and determine the operational policy of the subsidiaries and other businesses that the Company has invested with significance.
- Understand the structures, shareholders’ relationship, and the policies of the parent company that affect the work management control of the subsidiaries.
Composition of Audit Committee
- The Audit Committee shall consist of at least 3 independent directors having qualifications and duties in accordance with the regulations of the Securities and Exchange Commission Thailand and the Stock Exchange of Thailand.
- The Audit Committee shall have sufficient knowledge and experience to perform the duty of the Audit Committee. There must be at least 1 member of the Audit Committee, who has the knowledge, understanding or experience in accounting, finance or auditing.
Qualifications of Audit Committee
- Qualified in accordance with Public Limited Companies Act and Securities and Exchange Act.
- Being an independent director having the following qualifications:
- Holding no more than 1 % of total voting shares of the Company, parent company, subsidiary, affiliate, and major shareholders or controlling persons of the Company including the shareholding of persons related to the independent directors.
- Not currently be or never been the Company’s executive director, worker, employee, salaried consultant, or controlling persons of the Company, parent company, subsidiary, affiliate, major shareholders or controlling person. Exception: It has been at least two years after the person has held the position before submission of form of notification of names and scope of work of the Audit Committee to the Securities and Exchange Commission Thailand.
- Not by blood or legally registered with other directors, executives, major shareholders, controlling persons, or persons who will be nominated as directors, executives, or controlling parties of the Company or subsidiary.
- Not currently having or never had any relations with the Company, parent company, subsidiary, affiliate, major shareholders or controlling persons of the Company in the way that such relation may impede the person from having independent views. Exception: It has been at least two years after the person has held the position.
- Not currently being or never been the auditor of the Company, parent company, subsidiary, affiliate, major shareholders or controlling persons of the Company. Exception: It has been at least two years after the person has held the position.
- Not currently be providing or never provided professional services, legal consulting, nor financial consulting services to the Company including the parent company, subsidiary, affiliate, major shareholders or controlling persons of the Company with a fee more than THB 2 million per year.
Exception: It has been at least two years after the person has held the position.
- Not currently be operating under similar business nature and significant competition to the Company or subsidiary; or not a significant partner of the partnership, executive director of any other companies operating under similar business nature and significant competition to the Company and subsidiary.
Roles of Audit Committee
- Review the Company’s financial reports are correct and adequate
- Review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient
- Review that the Company’s compliance with the law on securities and exchange, the Stock Exchange of Thailand’s rules and regulations, and other laws relating to the Company’s business.
- Consider, select and nominate an independent person to be the Company’s auditor, and such person’s remuneration.
- Review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Stock Exchange of Thailand’s regulations.
- Prepare, and to disclose in the Company’s annual report.
- Reporting the findings or suspicious transactions or any of the following acts which may materially affect the Company’s financial condition and operating results, to the Board of Directors for rectification within the period of time that the Audit Committee thinks fit.
- Implement the tasks stated above for subsidiaries as assigned or requested by subsidiaries within the Audit Committee’s scope of work.
Composition of Nomination and Remuneration Committee
- The Nomination and Remuneration Committee shall consist of at least 3 members with the majority of its members being independent directors. The Chairman of Nomination and Remuneration Committee should be an independent director in order for transparency and independence.
- Having been appointed by the Board of Directors.
- Having knowledge, experience and expertise in business of the Company, laws and others.
- Being mature, able to express different opinions and independent.
- Set up the nomination criteria, qualifications and experience for the directors, sub-committee.
- Nominate the directors and propose the Board of Directors for their consideration. The directors may be nominated and reappointed for another term or the directors are proposed by shareholders or the Directors are proposed by each directors.
- Nominate the Chief Executive Officer as assigned by the Board of Directors.
- Consider the remuneration criteria for the directors, sub-committee and Chief Executive Officer; review the appropriateness of the current remuneration criteria comparing with other companies in the same industry; set up the remuneration criteria in order to compensate productive persons who achieve the Company’s target.
- Review methods of remuneration such as compensation, pay for performance and meeting allowance considered from the same industry, performance, size of company, responsibility, knowledge, potentiality, experience of the directors, Chief Executive Director as required by the Company.
- Is the Chairman of all executives and is a person who takes the policies of the Board of Directors or the policies of the shareholders into practice.
- Manage the business of the Company according to the objectives, requirements, policies, regulations, provisions, instruction, and resolutions of the Board of Directors’ meeting and/or the resolution of the Shareholders’ meeting of the Company.
- Prepare the strategic planning and annual budget plan in order to propose to the Board of Directors of the Company for further consideration.
- Proceed according to the plan and budget as approved by the Board of Directors of the Company.
- Make a report, plan, and financial statement of the Company and propose to the Board of Directors in every quarter.
- Practice and operate the business to be in accordance with the policy and the operational direction of the Board of Directors of the Company.
- In case of essential matters or transactions that might affect the Company significantly, propose to the Board of Directors for approval.
- Monitor and operate the work to be in accordance with the plan and the policy as determined.
- Consider, supervise, and control the budget expenditure as approved by the Board of Directors of the Company. In case the expenditure is more than the budget, such expenditure must be approved by the Board of Directors of the Company.
- Make or rescind any contracts or obligations under the scope of approval that the Board of Directors of the Company has determined as well as the authorities to perform any actions that are necessary and as see appropriate to achieve the abovementioned actions.
- Have the authorities to assign the sub-authority and/or assign other individuals to perform specific jobs by which the assignment of sub-authority and/or the said assignment must be under the scope of assignment of authorities according to the power of attorney and/or must be in accordance with the requirements, regulations, provisions, or instructions that the Board of Directors of the Company and/or the Company has determined.
- The making and the keeping of the Company’s documents are as follows:
- Director Registration
- Meeting invitation for the Board of Directors’ meeting and minutes of the Board of Directors’ meeting
- Meeting invitation for Shareholders’ meeting and minutes of Shareholders’ meeting.
- Annual Report
- Keep the stake report that is reported by the directors or the executives.
- Proceed with the operations regarding the Board of Directors’ meeting and shareholders’ meeting.
- Provide suggestions regarding requirements and rules that the Board of Directors and the executives should know.
- Supervise and coordinate for the Company to practice according to the laws, requirements, provisions, and resolution of the meeting of the Board of Directors and shareholders’ meeting, including the good corporate governance policy and the business ethics completely and accurately.
- Proceed with other operations as determined by Capital Market Supervisory Board.
- The Company Secretary must perform the duties with responsibility, carefulness, and honesty as well as must practice according to the laws, objectives, Company’s requirements, the resolution of the Board of Directors, and the resolution of the Shareholders
- The decision has been made with no stake, whether directly or indirectly, in the matters that the decision-making is needed.
- The action is done in good faith for the highest benefits of the Company.
- The action is done with the legal and appropriate objective and the action does not conflict or contradict the benefits of the Company with significance.
- The Company’s information must not be exploited unless the information has been disclosed to the public. The assets or the business opportunity of the Company must not be used in a way that violates the rules or the general practices as determined by Capital Market Supervisory Board.
Stark Corporation Public Company Limited (the “Company”) is aware of the importance of good corporate governance that it is an important thing that will help to support the business of the Company to be efficient and grow with sustainability, which will lead to the highest benefits to all relevant parties, starting from employees, investors, shareholders, and other stakeholders.
Therefore, the Company’s Board of Directors has agreed to prepare the good corporate governance policy to become the guideline for the corporate governance of the Company as follows:
- The board should demonstrate a thorough understanding of its leadership roles, assume its responsibilities in overseeing the Company, and strengthen good governance
- The board should ensure that all directors and executives perform their responsibilities in compliance with their fiduciary duties, and that the Company operates in accordance with applicable laws, regulations, and resolutions of the shareholders’ meeting, policy and significant approval process.
- The board should demonstrate a thorough understanding of the division of board and management responsibilities. The board should clearly define the roles and responsibilities of management and monitor management’s proper performance of its duties.
- The board should define objectives that promote sustainable value creation and governance outcomes as a framework for the operation of the Company.
- The board should select an appropriate person as the chairman and ensure that the board composition serves the best interest of the Company, enabling the board to make its decisions as a result of exercising independent judgment on corporate affairs.
- The board should consider whether the remuneration structure is appropriate for the directors’ respective roles and responsibilities, linked to their individual and Company performance, and provide incentives for the board to lead the Company in meeting its objectives, both in the short and long term.
- The board should ensure that the Company’s governance framework and policies extend to and are accepted by subsidiaries and other businesses in which it has a significant investment as appropriate.
- The board should ensure that it can perform its duties effectively and have access to accurate, relevant and timely information. The board should appoint a company secretary with necessary qualifications, knowledge, skills and experience to support the board in performing its duties.
- The board should consider its responsibilities in the context of the Company’s shareholder structure and relationships, which may impact the management and operation of the Company.
- The board should priorities and promote innovation that creates value for the Company and its shareholders together with benefits for its customers, other stakeholders, society, and the environment, including encourage management to adopt responsible operations, and incorporate them into the Company’s operational plan. This is to ensure that every department and function in the Company adopts the Company’s objectives, goals, and strategies, applying high ethical, environmental and social standards, and contributes to the sustainable growth of the Company.
- The board should establish a framework for governance of enterprise IT that is aligned with the Company’s business needs and priorities, stimulates business opportunities and performance, strengthens risk management, and supports the Company’s objectives.
- The board should ensure that the Company has effective and appropriate risk management and internal control systems that are aligned with the Company’s objectives, goals and strategies, and comply with applicable laws and standards. In assessing the effectiveness of the Company’s internal controls and risk management, the board should consider the results of internal controls and risk management at its subsidiaries and businesses in which it has a significant investment (between 20 percent to 50 percent of shares with voting rights).
- The board should manage and monitor conflicts of interest that might occur between
the Company, management, directors, and shareholders. The board should also prevent the inappropriate use of corporate assets, information, and opportunities, including preventing inappropriate transactions with related parties.
- The board should establish a clear anti-corruption policy and practices (including communication and staff training), and strive to extend its anti-corruption efforts to stakeholders.
The board should ensure the availability of convenient complaint channels (more than one), and that stakeholders are made aware through the Company’s website or annual report of all channels available for complaints.
- The board must ensure the integrity of the Company’s financial reporting system and that timely and accurate disclosure of all material information regarding the Company is made consistent with applicable requirements.
- The board should monitor the Company’s financial liquidity and solvency. Ensure that it does not consciously approve any transactions or propose any transactions for shareholder approval which could negatively affect business continuity, financial liquidity, and solvency.
- The board should ensure the establishment of a dedicated Investor Relations function responsible for regular, effective and fair communication with shareholders and other stakeholders (such as analysts and potential investors).
- The board should ensure that the shareholders’ meetings are held as scheduled and conducted properly, with transparency and efficiency, and ensure inclusive and equitable treatment of all shareholders and their ability to exercise their rights including ensure accurate, timely and complete disclosure of shareholder resolutions and preparation of the minutes of the shareholders’ meetings.
Stark Corporation Public Company Limited (the “Company”) and its subsidiaries has determined the policies to supervise and manage the business of subsidiaries and associated companies that conduct the main business with the objectives to determine the measures and the mechanisms both directly and indirectly for the Company to supervise and manage the business of subsidiaries and associated companies, including monitoring for the subsidiaries and the associated companies to comply with the measures and mechanisms that are determined as if it is their own agencies of the Company and to be in accordance with the policies of the Company, including the laws of public company limited, code of civil and commercial laws, securities laws, and relevant laws as well as the announcements, requirements, and rules that are relevant with the Capital Market Supervisory Board, Securities and Exchange Commission, Office of Securities and Exchange Commission, and the Stock Exchange of Thailand to protect the benefits in the investment of the Company in the subsidiaries and the associated companies.
- The Company’s Board of Directors will supervise the directors and the executives of Subsidiaries and the Associated Companies that are nominated or appointed by the Company to practice according to the roles and the responsibilities according to the laws, requirements, and policies of the Company.
- The Company’s Board of Directors will monitor the operational result of Subsidiaries to be in accordance to the plan and the budget continuously and monitor for the Subsidiaries to disclose the information of financial status and the operational result.
- The directors and the executives of Subsidiaries who are nominated or appointed by the Company have the duties as follows:
- Disclose the information about the financial status and the operational result, the making of inter-transaction of the Company or the Subsidiaries as well as the acquisition or the disposal of significant assets to the Company completely, accurately, and within the appropriate period as determined by the Company.
- Disclose and submit the stake information of oneself and relevant persons in the part that is relevant with any transactions in other businesses that might be predicted that it might cause the conflict of interest to the Company and/or the Subsidiaries to the Board of Directors of Subsidiaries or those that the Board of Directors of Subsidiaries has assigned within the period as determined by the Subsidiaries. The Board of Directors of Subsidiaries has the duties to notify the matter to the Company’s Board of Directors within the period.
- Report the business plan, business expansion, and large investment project as well as the investment with other entrepreneurs to the Company.
- Notify and/or deliver the information or the documents that are relevant to the operation or any documents to the Company when being requested in case of suitability.
- Be in charge for the Subsidiaries to have the internal control system, risk management system, and anti-corruption system appropriately, efficiently, and concisely to ensure that the operations of the Subsidiaries are truly in accordance with the Company’s policies, laws, announcements, requirements, and rules and reliability.
- The directors and the executives of the Subsidiaries who are nominated or appointed by the Company; employees or assigned persons of the Subsidiaries, including a spouse or underage child of the said individual are prohibited to use the internal information of the Company and the Subsidiaries, for the benefits of oneself or other persons whether directly or indirectly and whether receiving the compensation or not.
- The Company must proceed for the directors in the Subsidiaries who are appointed by the Company to attend the meeting and vote as the Company has determined in the Board of Directors’ meeting of Subsidiaries in the consideration for agenda that is essential to the Subsidiaries’ business at all time.
To ensure fair and equitable treatment of all stakeholders, Stark Corporation Public Company Limited (the “Company”) is recognized the importance of prevention of insider information and non-public material for personal benefit or the benefit of others. The Company has committed the policy and measures in any usage of insider information as follows:
- The directors, executives and employees who are involved in the financial or accounting areas and are section managers or equivalent, as well as their respective spouses and minor children of the Company’s group are prohibited to cease purchasing and/or selling securities of the Company for a period of 1 month prior to the Company publishing information regarding its operational results and financial status and 24 hours after the information disclosed to the public (Blackout Period).
- The directors, executives and employees who are involved in the financial or accounting areas and are section managers or equivalent, as well as their respective spouses and minor children of the Company’s group are prohibited to disclose the internal information with others whether directly or indirectly.
- The directors, executives and employees who are involved in the financial or accounting areas and are section managers or equivalent, as well as their respective spouses and minor children of the Company’s group are prohibited use non-public material of insider information to purchase and/or sell securities of the Company which taking advantage of other people whether it is during their period or not.
Stark Corporation Public Company Limited (the “Company”) has determined the Conflict of Interest Policy on
the principle that decisions in entering into any transaction of the Company or its subsidiaries must be transparent and made for the best interest of the Company and its shareholders. The Company should avoid actions that may cause conflict of interests by requiring a person who is involved or has a conflict of interests with the transaction to be considered to inform the Company about the relationship or having their own interest in such transactions. Such person must not participate in the meeting or having no authority to approve such transactions with the following principles;
- Directors, executives, and employees should refrain from doing business with the same characteristics as the Company’s or competing with the business of the Company or its subsidiaries, whether for personal benefits or others, which may cause damage to the Company directly or indirectly, or becoming a partner or shareholder with decision-making power or an executive in a business that is competitive or has the same characteristics as the Company’s or its subsidiaries except in the case that there is a mechanism to ensure that such transaction shall not negatively impact the Company including for the best interest of the Company and its shareholders.
- Directors, executives, and employees should refrain from holding shares in the Company’s competitors which is a significant amount, particularly if such action will cause the directors, executives, and employees to not perform their duties appropriately and will cause negative effect to their tasks.
In the case that the directors, executives, and employees have obtained such shares before being directors, executives, and employees or before the Company entering into that business, or being acquired by inheritance, directors, executives, and employees must report the information to the Company immediately in line with the procedures as determined by the Board of Directors.
- All directors, executives, and employees are required to report their interest in management of their own companies and related persons that may cause conflicts of interest with the Company or its subsidiaries.
- Directors, executives, and employees will not seek benefits for personal gain or others, by using the confidential information of the Company or its subsidiaries, all of them must strictly comply with the Company’s use of insider information policy.
Dividend Payment Policy of Stark Corporation Public Company Limited
Stark Corporation Public Company Limited (the “Company”) has a policy of dividend payment not less than 50% of net profit after tax and legal reserves and other reserves (if any) as well as any conditions stipulated in facility agreements. The dividend payment shall be aware of the best interests of the shareholders, and it shall not affect the significant operation of the Company; however, the rate of dividend may be revised depending on performance, necessity of working and other suitable reasons regarding performance and management; and afterwards, such dividend must be approved by the shareholders’ meeting except interim dividend payment that the Board of Directors has an authorization to approve and be responsible for reporting to the next shareholders’ meeting.
In the case where the Company still sustains an accumulated loss, no dividend shall be paid unless preferred shares specified otherwise in the articles of association. Dividend shall be distributed according to the number of shares in equal amount for each share, and must be duly approved by the shareholders’ meeting.
Dividend Payment Policy of Subsidiaries
Its subsidiaries has a policy of dividend payment according to the resolution of the Board of Directors’ meeting and shareholders’ meeting of its subsidiaries each year. The dividend payment policy must not less than 30% of net profit stated in its financial statement after tax, legal reserves, other reserves (if any), any conditions stipulated in facility agreements; however, the rate of dividend may be revised depending on performance,
necessity in investment. The interim dividend payment can be approved by the Board of Director and shall be reported to the next shareholders’ meeting.
Stark Corporation Public Company Limited (the “Company”) and the subsidiaries adhere to conduct the business according to the good corporate governance with honesty, transparency, fairness, and in accordance to the good corporate governance with the responsibility towards the society and all groups of stakeholder by emphasizing on encouraging morals, creating awareness and accurate social values in the work. The Company realizes that corruption is a wrong and unfair act in the business that might cause damages to the Company and society. The Company and the subsidiaries shall not accept all types of corruption whether directly or indirectly. Therefore, to ensure that the Company has an intention to prevent and reduce a chance that the corruption might occur, the Company has determined the anti-corruption policy as guideline for the personnel of the Company and the Subsidiaries and relevant persons to practice in order to prevent the corruption by which the directors, executives, and all employees must hold for practice and use as the guideline to comply with the anti-corruption policy seriously as follows:
- The personnel of the Company must not take action or participate in all types of corruption whether directly or indirectly.
- The personnel of the Company must practice carefully in terms of receiving; giving of presents, assets, or other benefits; giving or receiving presents, and entertaining by which it shall be done for the business objective only and it must not affect the decision with significant.
- The efficient and appropriate internal control system and risk assessment must be arranged regularly to prevent corruption. The operational risk that might cause corruption must be reviewed and assessed at least one (1) time a year.
- The mechanism for the financial report must be arranged with transparency and accurately under
the accounting standard that is being accepted on an international level.
- There is a human resource management process that reflects the determination of anti-corruption measures.
- The communication channel must be arranged for the personnel to notify clues, suggestions,
and complaints about corruption with the measure to protect the whistle-blowers.
- The operation should be done to be in accordance with the laws that are relevant to anti-corruption in
all countries that Company and the subsidiaries have conducted the business.
- Any actions that are violated or are not in accordance with this policy, whether directly or indirectly,
must receive disciplinary considerations according to the regulations that the Company has determined or legal punishments.
Stark Corporation Public Company Limited (the “Company”) has determined the connected transactions policy of the Company or its subsidiaries to comply with the rules of The Securities and Exchange Act B.E. 2535 and SEC Announcement Tor.Jor.21/2551 on connected transaction rules together with the announcement of the Securities and Exchange Commission on Disclosure of information and the practice of listed companies in the connected transaction. Including various rules of the office of the Securities and Exchange Commission and / or The Stock Exchange of Thailand Related. As well as compliance with the requirements regarding the disclosure of connected transactions in annual report of the company as well.
- Directors and executives must notify the company know the relationship or connected transactions in businesses that may cause conflicts of interest.
- Avoid making connected transactions with connected persons that may cause conflicts of interest with the company. In the event that a transaction is necessary to have the proposed connected transaction to the audit committee to consider and give opinions before proposing for approval to the management committee or the board of directors. In accordance with good business governance principles and ensure compliance (As the case may be) criteria at
The Stock Exchange of Thailand and the office of The Securities and Exchange Commission.
- Executives and employees must comply with the regulations of the company. And the company’s business ethics which is an important matter that must be strictly observed for the company being trusted and trusted by all stakeholders and provide information dissemination and understanding of the practices of employees throughout the company.
- In case of need to do that transaction, it shall propose such connected transactions to the audit committee for consideration before proposing to the board of directors or the shareholders, as the case may be in accordance with the rules on entering into connected transactions and in accordance with good corporate governance.
- Perform the procedures of the company when there is a connected transaction. And comply with the rules of Capital Market Supervisory Board and The Securities and Exchange Commission (SEC)
- Set the price and conditions of the connected transaction. Similar doing transactions with third parties which should be fair and reasonable. Which must compare prices of products or services with external prices under the same or similar conditions.
- The company will prepare a summary report of the transaction. To report in the meetings of the audit committee and the board of directors every quarter.
Stark Corporation Public Company Limited (the “Company”) will invest in a subsidiary or associated company which has the same objectives of business operation as the Company’s main business or similar business or business supporting the Company’s business by aiming at investment in a business with growth potential and in conformity with the objectives, strategy plan for business expansion, and generation of good return from investment. In this regard, the approval request for investment in the subsidiary or joint-stock company shall be in accordance with the notification of the Capital Market Supervisory Board regarding the criteria for significant transactions within the scope of asset acquisition or disposition, and the notification of the Board of Stock Exchange of Thailand regarding the disclosure and operation of the registered company in an asset acquisition and disposition, B.E. 2547 (A.D. 2004). For an investment in the aforementioned businesses, the Company has a policy for investment in a sufficient proportion to be able to participate in the administration and determination of business guideline in such subsidiary, associated company and related company.
The Company may consider investing in other businesses which are not the Company’s main business at present. However, the investment shall be in line and appropriate with the conditions of business, policy, goal, direction of business growth, and strategy plan of the Company.
For the supervision of subsidiary and associated company, the Company will dispatch the Company’s directors or executives who have the qualifications and experience suitable for business operation to act as the director or executive for business management of such subsidiary and/or associated company in order to stipulate significant policy and control the business operation of such subsidiary and/or associated company.
In this regard, the director who is the Company’s representative will perform the duty of supervising the subsidiary and/or associated company to administer or carry out operations according to the policy determined by
the Company. Additionally, such director shall use its discretion pursuant to the resolution of the Board of Directors’ meeting and/or the Company’s shareholders’ meeting that approve an important matter of the subsidiary and/or joint-stock company for the utmost benefit of the Company and stable growth of the Company.