Corporate Governance
The Company has always been regarding corporate governance as the first priority all along, and thus has formally documented the “Corporate Governance Policy” to serve as the guided practice for the Board of Directors, the management and staff members in operating the business that abides by effective, fair, transparent and verifiable management system, with responsibility towards the society and the environment. This will help build trust and confidence for shareholders, investors and all groups of stakeholders. Meanwhile, the Board of Directors has appointed the Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee and Risk Management Committee to ensure that the organization has in place good governance practices, as well as the consideration to improve corporate governance policy that complies with the international standard, comprising of 4 committee members. In 2016, 2 meetings were held in order to ensure that the principle of good governance for listed companies is being observed and practiced, and to follow up on the corporate governance execution plan.
The Company has also developed the Business Code of Conduct to serve as principles and practices for the Board of Directors, the management and staff members, as well as communication and activities that will foster an understanding of corporate governance for employees, for instance, governance framework, transparent accountability, consistent development and sustainable growth, as follows:
The Company has also developed the Business Code of Conduct to serve as principles and practices for the Board of Directors, the management and staff members, as well as communication and activities that will foster an understanding of corporate governance for employees, for instance, governance framework, transparent accountability, consistent development and sustainable growth, as follows:
Responsibility : Be responsible for one’s duties
Accountability: Be accountable for one’s decisions and actions
Equitable Treatment: Treat all stakeholders equally
Transparency: Disclose the information with transparency and verifiability
Promotion of Best Practice: Encourage the adoption of best practices
In the previous year, there have been key activities as follows:
- Information dissemination and way of practices regarding good governance to the Board of Directors, management and staff members, as well as information and news of the Company related to the resolution of the Board of Directors and the Stock Exchange of Thailand to staff members for acknowledgement via the Company’s Intranet system.
- The report of the Company’s governance performance guided by the Stock Exchange of Thailand and suggestions provided to the Corporate Governance Committee and the Board of Directors for acknowledgement.
- The training course on corporate governance, for instance, a lecture on good governance as part of the induction program for new joiners.
The Board of Directors regulates that the Board of Directors’ performance evaluation is to be conducted at least once a year. In 2016, self-evaluation for individual directors were carried out and the overall result is above the standard, with the average score of 3.8 out of 4 in each criterion.
The Board of Directors, management and staff members abide by the corporate governance policy and strictly observe governance practices on a consistent basis. In 2016, no incidents that are against the policy were detected. This firm determination has earned the Company awards and certification of good governance practices in 2016 as follows:
The Board of Directors, management and staff members abide by the corporate governance policy and strictly observe governance practices on a consistent basis. In 2016, no incidents that are against the policy were detected. This firm determination has earned the Company awards and certification of good governance practices in 2016 as follows:
The Company’s corporate governance evaluation was rated “outstanding” by the Thai Institute of Directors (IOD).
| 2017 | 2018 | 2019 | 2020 |
|---|---|---|---|
|
Very Good
|
Very Good
|
Excellent
|
Excellent
|
Anti-Corruption Measures
The Company is committed to complying with anti-corruption laws in accordance with the Organic Act on Counter Corruption (No.3) B.E. 2558 (2015) with additional provisions of Section 123/5, which prescribe liability for persons bribe government officials, company personnel at all level, and the company group, this includes employees, representatives, affiliates or any person acting on behalf of the entity, regardless of whether there is authority or not, must follow the guidelines are as follows:
1. Compliance with anti-corruption policy, anti-bribery, code of conduct, including the rules and regulations of the company without being involved in any form of corruption, whether directly or indirectly.
2. Perform duties with transparency as well as preparing for the performance audit of the Company or the Company group or related agencies.
3. Do not act in any manner indicating the intention of corruption, giving or accepting bribes to persons involved in the Company group in which they are responsible, directly or indirectly, in order to obtain benefits to the organization, themselves, or related persons.
4. Do not ignore when witnessing acts of corruption involving the Company and its group companies, it is considered a duty to notify the supervisor or the person in charge and cooperate in investigating various facts.
5. Pay or give valuable items or services such as entertainment gifts, or tourisms for government officials, foreign government officials, or staff of international organizations, either directly or indirectly, in order for that person to act or refrain from doing anything, which is an illegal act which is extremely unreasonable, this include do not encourage or involve other people in doing so.
The Company has established the Corporate Governance and Code of Conduct Handbook to be the correct practice for the Board of Directors, executives and employees at all levels, as well as revised to improve the corporate governance performance to meet the standards by the working group, found that the good governance principles are suitable for the current situation. In addition, comments and suggestions from Risk Management and Corporate Governance Committee were also received in order to determine the Company’s good corporate governance on anti-corruption in accordance with the government’s policy, which attaches importance and seriously to reduce the problem of corruption in the country.
The Company has promoted knowledge on compliance with good governance principles by providing training course both inside and outside the organization with emphasis on raising awareness of employees. Established Corporate Governance and Code of Conduct Handbook as a guideline for the Company’s operations, the content is included as one topic in the orientation of new employees, including the promotion of current personnel, as well as communication through email and published on the company’s website in the Good Governance section.
Organizational Risk Management
Organizational Risk Management
The Company is well aware of the significance of risk management in economic, social and environmental aspects in order for the operations to align with the Company’s vision “to become Thailand’s leading company in water, energy and eco-friendly businesses” under the economic, social and environmental uncertainties that are changing all the time. Thus, risk management is considered a key component in every business process and the Company’s growth in the future. In this regard, the Board of Directors has devised the risk management policy, which will be enforced upon the work performance of the management and all staff members. The policy is disseminated on the Company’s website.
Download: Risk Management Policy
A good risk management structure will enable effective organizational risk management processes as planned. At the moment, the Company appointed risk management personnel and the Risk Management Committee to be accountable for this matter, with the organizational risk management structure as below:
| Accountable Party | Monitoring Body | Execution Party |
|---|---|---|
|
The Board of Directors
|
- Risk Management and Corporate Governance Committee
- Audit Committee
|
- Division-Level Executives/Working Team
- Risk Management and Corporate Governance Committee Secretary
- Internal Auditors
|
Economic Risks
1. Operating Performance Not in Line with the Target
The operating performance of affiliates is lower than projected. The Company normally follows up on the operating performance of affiliates on a quarterly basis. The quarterly Board of Directors meeting will report the operating performance, financial status and risk management activities. All of which will be analyzed in the Company’s consolidated operating performance so that risks in different areas can be managed appropriately in relation to the situations. The Company conducts analyses of the financial status of affiliates quarterly and annually. It has been found that the Company’s financial status is firm, with good liquidity and positive operating performance on a continuous basis. However, the Company takes a prudent approach in investment, which coincides with the Company’s policy in order not to elevate the level of risks.
2. Lower Revenue Generation and Profitability Potential
The water purchase and sale agreement of Pathumthani Water Co., Ltd. will terminate in 2023, and the Company has to identify new business to generate revenue in replacement of this business as revenue generation will subside. Regarding new business identification, the Company will have to refer to the news from public sector organizations more often in order to obtain investment guidelines or to seek business alliances, as well as new investment approaches in the future to build and strengthen protocols in minimizing impact on the Company’s revenue generation risks.
Social and Environmental Risks
Apart from economic risks, the Company also places emphasis on social and environmental risks in the supply chain, from the acquisition of raw water as the raw material for production, for instance, the excessive pumping of ground water might impact the agricultural sector during the summer season, or potential chemical leakage from using chemical to treat water, which might impact nearby communities and areas, or breakage of clear water tank that may impact nearby communities by the excessive water flow. Moreover, citizens may suffer from the lack of tap water for consumption. In this regard, the Company has devised the prevention protocols to solve every possible issue that might have caused negative impact.
Supply Chain Management and Supplier Code of Conduct
| Raw Material Sourcing | Production Process | Product Delivery | Service | |
|---|---|---|---|---|
| Stakeholders |
- Partner/Supplier
- Community/Society
|
- Employees
- Customers
- Partner/Supplier
- Shareholder/Investor
- Community/Society
- Environment
|
- Employees
- Customers
- Shareholder/Investor
- Community/Society
|
- Customers
- Community/Society
|
| Impact |
- Human Rights
- Fair Treatment
- Corruption
- Partner Development
- Quality of Life
|
- Human Rights
- Labor Treatment
- Health and Safety
- Energy and Resource Utilization
- Pollution and Waste Management
- Corruption
- Information Disclosure
- Good Governance
|
- Human Rights
- Labor Treatment
- Health and Safety
- Corruption
- Information Disclosure
- Good Governance
|
- Responsibility towards Products and Services
- Quality of Life
|
The Company is well aware of the need to foster business growth without causing impact on the society and the environment. The supply chain management also needs to be effective, with the emphasis on building collaboration with key suppliers in order to improve business operations alongside the enhancement of operational standards, to align with the Company’s Supplier Code of Conduct. In this regard, the Company announced key policies related to purchasing and procurement as follows:
- Supplier Screening and Verification Policy
- Policies governing prevention and prohibition of corruption and bribery
- Quality, Environment, Occupational Health and Safety Policy
The Company manages the risks that may occur with its trading partners in a systematic manner. As shown in the diagram below.
