Policies on Good Corporate Governance
Singer Thailand Pcl. recognizes the importance of good corporate governance as an effective mechanism in linking
the relationships between the interests and benefits of all Stakeholders groups on a sustainable basis, as well as one of the key
factors in enabling the Company to achieve the established business objectives and to achieve growth on a sustainable basis for
the longer term.
The Board of Directors has established the principles and policies on good corporate governance of the Company as a
guideline for Board Directors, Management and all Staff in conducting the businesses of the Company. As such, all Company
Board Directors, Management and Staff have also all been made aware of the established required business ethics together with
the policies on good corporate governance, so as to demonstrate their joint intent to strictly adhere to these principles and policies.
Additionally, the Company has informed and communicated these key policies and principles to everyone within the organization
via various channels of communications, such as: the staff orientation program, internal company newsletters, monthly staff-
Management meetings and internal PR notices, as well as via the Company’s website and through various Company activities. This
is to reinforce the awareness of and facilitate full and active cooperation by everyone within the organization on a continuing basis.
During 2014, at the Board of Directors Meeting No.203, on 14 November 2014, a resolution was approved relating to the
anti-corruption stance and policies of the Company, policy relating to receiving confidential information and complaints, and also
the “Revised - 2014 Policies and Principles on Good Corporate Governance” that has been updated to be more appropriate to the
possible changes in the overall business situation and environment or in the applicable legal and regulatory requirements; whereby
this revised document has been communicated to everyone within the organization through being posted on the Company’s website.
Moreover, the Company has a policy to review and update such policies on a regular basis, so that they are always current,
timely and appropriate to the ever-changing applicable laws and regulations.
Board Committees
Structure of the Company’s Board of Directors
The structure and composition of the Company’s Board consist of: the Board of Directors, the Audit Committee, the
Nomination and Remuneration Committee, the Executive Committee, the Risk Management Committee and the Management
Group; whereby the scope of duties and responsibilities of these various Committees are as follows :
Scope of Duties and Responsibilities of the Board of Directors
- The Board of Directors of the Company is required to carry out its duties and responsibilities fully in accordance with all the applicable laws and regulations, together with the objectives and the Articles of Association of the Company, as well as the established Company policies and the resolutions of the Shareholders Meetings in an honest manner and with all due care, so as to protect and ensure that full benefits are achieved for the Company and all Stakeholder groups
- The Board of Directors must always act with full accountability to the Shareholders of the Company in undertaking activities that will protect the benefits of the Shareholders, with full and transparent disclosures of information to its investors.
- The overall conduct of the Company’s businesses is overseen and guided by the Board of Directors, so as to ensure that
the Management Group acts in full compliance with the established policies of the Company; whereby, as specified in
the Company’s Ministry of Commerce Affidavit, any 2 of the following 3 Board Directors - Mr. Adisak Sukumvitaya,
Mrs. Nonglak Laksanapokin, and Mr. Kittipong Kanokvilairat - signing together and affixing the Company seal, are authorized, in the name of the Company, to legally commit and bind the Company with regards to undertaking any
legal actions and fighting any legal proceedings or disputes, together with executing any agreements and financial
instruments. However, the Board of Directors retains the right to review and consider making any further changes to
the names of the authorized Board Directors as appropriate, in order to achieve maximum management together with
operational effectiveness and efficiency of the Company; as well as to assign management and operational authority
to the next level of the Management Group further down the line as appropriate.
Board Committees
- The Chairman of the Board of Directors does not hold the Chairman’s position in and is not appointed as a Member
of any of the various Board Committees, so as to allow these Board Committees to act in a fully independent manner.
- The majority of the Members of the Board Committees are Independent Directors; as such, this is to achieve full
transparency and genuine independence in the discharge of their responsibilities by the various Board Committees.
- In order that these Board Committees are full effective in the discharge of their duties and responsibilities as assigned
by the Board of Directors as well as in being able to realize and achieve their established objectives and goals, the
various Board Committees should have at least 4 meetings during the year, so as to consider and be able to decide on
appropriate actions with regard to any relevant matters or issues that are within their scope of responsibility.
The Board of Directors has established various Board Committees to assist it in the good governance oversight, as follows :
The Audit Committee:
In accordance with the resolution of the Company’s Board of Directors, the Audit Committee was established, consisting
3 Independent Directors, with Mr. Lucksananoi Punkrasamee as the Chairman of the Audit Committee and the Committee
Members, who possess the knowledge, experiences and expertise in regards to finance and accounting, as required by the Stock
Exchange of Thailand (SET) and other regulatory authorities. This is in order to be able to effectively review the accuracy and
creditability of the Company’s Financial Statements, as well as to support the development of financial and accounting reporting
systems to conform with universally accepted accounting principles and standards, together with assessing the effectiveness and
adequacy of the internal controls system as well as the internal audit and risk management procedures, so that they are more
concise, comprehensive, appropriate, up to date and fully effective.
The Audit Committee is to discharge its responsibilities and provides any comments with full independence, with the
Internal Audit Department being under the responsibility of and reports directly to the Audit Committee. The Audit Committee
also consults and works closely with the external Auditors; whereby it meets with the external Auditors, without any members
of the Management Group being present, at least once a year in order to obtain their opinions on various matters. Additionally,
the Audit Committee can consult with independent external legal advisors, with the Company being responsible for paying all
associated expenses. The Audit Committee holds regular meetings with a total of 4 meetings being held during 2017, and reports
to the Board of Directors in accordance with the assigned scope of duties and authority, as stated in the Charter for the Audit
Committee, as follows:
Scope of duties and authority of the Audit Committee
In the Board of Directors Meeting No. 172, with the Audit Committee attending, a resolution was approved relating to
the following overall scope of duties and authority of the Audit Committee:
- Review that the Company has all the required financial reports, as well as that they are fully accurate and adequate
- Review and ensure that the Company has a system of internal controls, that are appropriate effective and adequate, as
well as with assessing the independence of the Internal Audit Department together with being responsible for approving the appointment and transfer or dismissal and performance appraisal of the Head of the Internal Audit Department - or
any other unit responsible for internal audit activities.
- Review and assess that the Company fully complies with all applicable securities and exchange laws, together with the
relevant applicable regulatory requirements of the SET and other laws relating to the business operations of the Company.
- Consider, select and nominate those deemed fully qualified and independent for appointment as the external Auditors
of the Company, together with proposing their compensation as appropriate. The Audit Committee must also meet
with the external Auditors, without any members of Management Group being present, at least once a year.
- Consider and review any proposed related party transactions or any other transactions that may involve possible conflicts
of interests. As such, this is to ensure these transactions fully comply with all the relevant applicable laws and regulations
of the SET, as well as are reasonable and in the best interests of or for the maximum benefit to the Company.
- Prepare the Report of the Audit Committee relating to its oversight responsibilities for inclusion in the Company’s
Annual Report, whereby it is signed by the Chairman of Committee and contains all the key points of information as
specified and required by the SET.
- Undertake any other activities as assigned by the Board of Directors, with the concurrence of the Audit Committee
The Nomination and Remuneration Committee:
The Chairman of the Nominations and Remuneration Committee should be fully independent, whereby this Committee
comprises of 2 Independent Directors and 1 non-Executive Director. During 2017, the Nomination and Remuneration Committee
held 6 meetings and reported to the Board of Directors.
The Nomination and Remuneration Committee has the duty and responsibility of selecting qualified persons for being
nominated as Board Directors and also as Senior Executives/Management Members of the Company, as well as of determining
appropriate procedures for Shareholders to be able to participate in the nomination and appointment process of new Board Directors
through proposing qualified candidates to the Board of Directors for consideration and eventual nominations/appointment by the
Shareholders Meeting. The Nomination and Remuneration Committee is also responsible for the consideration of guideline in
determining, in an independent and equitable manner, the required and appropriate annual remuneration plans for the Board of
Directors, the Board Committees, and the Senior Executive/Management Members.
The Nomination and Remuneration Committee has the following defined scope of duty and authority:
Scope of Duties and Authority of the Nomination and Remuneration Committee
In accordance with the resolution of the Board of Directors Meeting,that was also attended by the Nomination and Remuneration
Committee, the scope of duties and authority of the Nomination and Remuneration Committee was specified as follows:
- Consider and recommend to the Board policies and criteria for the structure, composition, qualifications and selection
of members of the board of directors, board committees and senior management of the Company and its subsidiaries,
including appropriate succession plans.
- Subject to the policies adopted by the Board and to shareholder approval where required, select and recommend to
the Board suitably qualified candidates for nomination and selection for the appointment of (a) directors, (b) members
and chairpersons of board committees, and (c) Managing Directors and executives directly reporting to the Managing
Directors, of the Company and of its subsidiaries.
- Consider and recommend to the Board, subject to shareholder approval where required, policies, structures and plans on
remuneration, benefits and incentives for directors, board committee members, and senior executives of the Company and its subsidiaries with a view to ensuring that the Company’s overall compensation policies are consistent with the
Company’s culture, objectives, strategy and control environment.
- Recommend to the Board policies, criteria and methods for the periodic evaluation of the performance of the members
of the boards of directors, board committees and senior executives of the Company and its subsidiaries, and implement
the same and report the results to the Board;
- Undertake any other tasks entrusted and assigned by the Board related to the foregoing.
Risk Management Committee:
At the Board of Directors Meeting No. 203, on November 14, 2014, a resolution was approved to establish the Risk
Management Committee (RMC) responsible for determining policies and criteria for managing risks in accordance with
international principles and practices together with regulations as specified by the SET, as well as for determining applicable risks
assessment and risk management measures and also effective ‘warning systems’ that will enable effective management of risks
in an appropriate manner. The RMC was also charged with overseeing and monitoring, on a regular basis, that all operational
Divisions/Departments manage their respective risks in accordance with established laws, regulations, and specified procedures and
processes together with submitting reports on risk management activities. Additionally, the RMC will review, on a regular basis,
the established key risk management measures to assess their ongoing effectiveness, and will submit a report of the assessment
results together with proposing, at least twice a year, any improvements to these policies lto the Audit Committee, as well as to
receive any suggestions from the Audit Committee for further improvement and implementation.
Scope of duties and authority of the Risk Management Committee
According to the resolution of the Board of Directors meeting No. 203, which was attended by the Risk Management
Committee, the scope of duties and authority of the RMC was determined, as follows:
- To determine relevant policies and associated criteria relating to the overall management of risks for the Group, that
are in accordance with international principles and practices as well as with the regulations as specified by the SET;
and then to propose such policies for approval by the Audit Committee.
- To define appropriate and applicable risk management-related preventive measures and procedures for the Group.
- To determine and deploy applicable risks assessment procedures, and to ensure that effective applicable ‘warning
systems’ are in place.
- To oversee and monitor, on a regular basis, that all operational Divisions/Departments effectively manage their
respective risks in accordance with established procedures and specified processes.
- To oversee and ensure that the Group’s operations fully comply with all relevant and applicable laws and regulations.
- To prepare and submit reports to the Audit Committee, on a regular basis, in regards to any required improvements
and corrective actions, in accordance with the established policies and strategies of the Group relating to identified
risk factors and their potential occurrence, as well as any applicable risk management from such risks procedures or
guidelines and also expected impacts.
- To undertake any other activities as assigned by the Audit Committee.
The Executive Committee:
In accordance with the resolution of the Board of Directors Meeting No.209, on 21 December 2015, with the Audit Committee
attending, the Executive Committee was established and held the meeting once a month, with the duties and responsibilities to
oversee the Company’s business operations to be in accordance with the agreed strategic directions, together with the operating systems and procedures of the Company and Subsidiary Companies, as well as undertaken in a uniform manner.
Scope of authority, duties and responsibilities of the Executive Committee:
- Follow up the management and control the business of the Company in compliance with the objectives, rules, regulations,
articles of association, orders, resolutions of the Board meetings and the shareholders meetings, and to formulate the
guidelines or commitments for the Administration and Management and management through the Board’s policy.
- Review the business plan and the annual budget of the Company, and submit the same to the Board.
- Consider the strategy for overall growth and investment of the Company.
- Consider and approve the contract, expenditure and investment in stocks or any other securities, including any loans,
which each transaction in the amount is significant to the Company’s Financial Statements.
- Cooperate and assist other subcommittees in the performance of their duties.
- Consider and approve the employment, determine the wage, remuneration, welfare, bonus, to Executive Management
of the Company.
- If it is necessary, engage consultants or experts in the fields beneficial to business operation of the Company, at the
Company’s expense.
- Perform other duties as entrusted by the Board.
Compliance to the SET’s Code of Best
Practices for Corporate Governance