Page 89 - Annual Report 2015 - Mono Technology Public Company Limited

Corporate Governance Corporate Governance Policy
The Company stresses the importance of corporate government implementation as a part of its business operation by installation of efficient management system in order to win the shareholders’ trust and maximize benefit for all stakeholders. The Company also focuses on responsibility of the Board, transparency in business operation and disclosure of relevant information. Corporate governance guidelines was formulated as a frame for our business operation. In 2015, the Board considered revising and approving policies in line with ASEAN CG Scorecard in order to upgrade its corporate governance to better meet the international standards.
The Board formulates the corporate governance policy for the Company, code of conduct for the Company, the Board, the executives and employees as well as the anti-corruption policy as guidelines for business operation and practice which were disclosed and communicate to the Board, executives and employees via orientation, exhibition board, intranet and the Company’s website. The compliance will be monitored by the Internal Audit Division and the Corporate Affair Division before regularly reporting to Risk Management Committee, the Audit Committee and the Board of Directors. Corporate Governance Policy covers five parts as follows :
1. RightsofShareholders
In recognizing the importance on the rights of every shareholders; regardless of major shareholders, retail shareholders,institutionalinvestors,oralienatedshareholders, the best practices have been defined below to ensure that the shareholders shall be protected for their basic legitimate rights, such as equitable right on share of profits/dividends, right to buy-sell-transfer shares, right on benefits of share repurchase, right to obtain clear, accurate, adequate corporate information, and vote on significant issue(s), and so on as follows:
1. According to the law, shareholders shall be provided with prior notice of shareholders’ meeting. The said notice shall contain necessary information about the meeting agenda(s), all supporting documents including
facts, reasons, and the Board of Directors’ opinions for each agenda’s item, proxy forms as well as the names of independent directors whom the shareholders can appoint as their proxy. The notice shall contain lists of required documents that must be presented by the shareholders on the meeting date for the purpose of keeping their right to participate in the meeting. Also, the Company’s Articles of Association relating to rights, criteria and procedures of the meeting and voting must be specified in the notice, which the Company shall manage to mail to the shareholders at least 21 days ahead of the meeting date and disseminate both Thai and English versions via corporate website at least 30 days prior to the meeting date.
2. The Company shall manage to support and facilitate both shareholders and institutional investors with sufficient information, i.e. date, time and venue together with clearly identified map for the meeting. The meeting venue should be convenient and easily access to the mass transit system. Regarding the registration, the shareholders and institutional investors shall be allowed to register for the meeting at least one hour in advance and the registration counters should be separately arranged for individual shareholders and institutional investors in a sufficient manner. Barcode Technology shall be applied to facilitate the quick vote counting and exact result process. Besides, stamp duty shall be provided for proxy form.
3. Prior to commencement of the shareholders’ meeting, the Chairman shall explain to the meeting about voting and vote counting criteria and procedures as clearly specified in the Company’s Articles of Association. The Company shall also clearly separate vote for each agenda and ask for non-stakeholders or representatives of shareholders to witness the counting of vote in order to protect the shareholders’ right.
Annual Report 2015
89