SLM Corporation Public Company Limited (“the Company”) realizes the importance of good corporate governance, and the Company’s corporate governance policy has been established by foreseeing the importance and necessity of business operations for sustainable growth. Conduct business with honesty, have a professional management system, transparency, taking into account the equal rights of shareholders and stakeholders, and in accordance with the law, objectives, regulations, resolutions of the shareholders’ meeting and the resolutions of the Board of Directors which are in line with the best practices of the Stock Exchange of Thailand.
The Company therefore established a good corporate governance policy, business ethics and code of conduct in accordance with good corporate governance as a guideline for directors, executives, employees, and those involved and stakeholders to uphold and practice
CORPORATE GOVERNANCE POLICY
Article 1: Rights of Shareholders
The Company respects the rights of shareholders and has a duty to protect and maintain the interests of all shareholders equally. The Company gives all shareholders the opportunity to receive their fundamental rights both as investors in securities and as the owner of the Company with accepted methods and standards. By giving them the right to buy, sell, and transfer securities they hold independently, the right to receive a share of the Company’s profits or dividends, the right to receive adequate, timely and appropriate information for decision-making, right to attend the shareholders’ meeting to vote at the shareholders’ meeting, right to appoint or remove company directors, right to consider the remuneration of the Company’s directors, right to appoint auditors and determine audit fees, right to participate in decision-making and to be informed of the results of the Company’s decisions regarding changes in the Company’s fundamentals, and right to express opinions at the meeting independently. In this regard, every shareholder has the right to vote according to the number of shares held. Each share is entitled to one vote. And no shares have special privileges that limit the rights of other shareholders. The Company has taken the following actions:
a) Disclose important and necessary information to shareholders clearly regarding the Company’s business operations, and up to date through the Company’s website and through the Stock Exchange of Thailand.
b) The Company will hold a shareholders’ meeting every year, known as an “Annual General Meeting”. Or other shareholders’ meeting, it will be held when necessary; known as an “Extraordinary General meeting”
c) Before holding the shareholders’ meeting
The company will send a meeting invitation letter, details of the meeting agenda, documents supporting various agendas together with the opinion of the Board of Directors and other important information both Thai and English. And the Company will disclose to investors in advance of the meeting date by notifying the information disclosure through the dissemination channel of the Stock Exchange of Thailand and disclose information on the Company’s website in order to give the shareholders an opportunity to have enough time to study the information in advance. Meanwhile, the Company will deliver the meeting invitation letter together with supporting documents to shareholders at least 7 days in advance of the meeting date as required by law. In this regard, the details appearing on the website and in the documents sent to the shareholders are the same information which consists of (1) the meeting invitation letter (2) the rules for attending the meeting (3) profile of the nominated directors (4) profile of independent directors nominated as proxy of shareholders (5) company’s Articles of Association in the category of shareholders’ meeting (6) agenda (7) annual report (8) proxy form (9) registration form for attending the meeting and voting, and (10) meeting venue map. In addition, the Company also publishes the notice of the shareholders’ meeting in a newspaper for 3 consecutive days, at least 3 days in advance of the meeting date. However, the details of the meeting agenda clearly indicate that the matter is to be proposed for acknowledgment, for approval or for consideration, as the case may be; including the opinions of the Board of Directors on such matters.
d) Shareholder meeting date
The Company arranges for an officer to examine the documents of shareholders or proxies who are entitled to attend the meeting in accordance with the details of documents or evidence proving the status of shareholders or proxies as informed in the meeting invitation letter. To maintain the rights and equality of shareholders, shareholders can register to attend the meeting in advance before the meeting. and to facilitate the shareholders.
For the physical shareholders’ meeting, the Company uses a computer system for registration as well as publishing ballots for each agenda for the shareholders. As a result, registration is fast and accurate. For the electronic shareholders’ meeting, the Company uses technology in organizing the shareholders’ meeting via mobile device (Mobile Application) which shareholders can register, watch live, and can vote online (E-Voting) in real time. Thus, the meetings can be carried out quickly, and accurately. The system has been assessed for compliance with the requirements from the Electronic Transactions Development Agency (OBEC) or ETDA, Ministry of Digital Economy and Society and is subject to the Royal Decree on Electronic Conferencing B.E. 2020 (2563) as well as in accordance with the standards for organizing meetings via electronic media.
In addition, during the shareholders’ meeting, they can register to attend the meeting to exercise their voting rights on the agenda that has not yet been voted on. For shareholder’s unable to attend the meeting in person and wishes to appoint another person as a proxy including executives or the directors of the Company attending the meeting instead; the Company has proposed the names of independent directors with their backgrounds for shareholders to consider appointing their proxies. The Company attaches a proxy form that allows shareholders to determine the direction of voting. They can also vote in advance in the meeting registration and voting which will be sent to the shareholders along with the meeting invitation letter.
The Company will inform the shareholders of the rules used to control the shareholders’ meeting. voting and clearly counting the votes from the beginning of the meeting. Vote for each item in case there are multiple items on the agenda and provide opportunities for shareholders to vote for individual directors.
The Company gives the right to shareholders who attend the shareholders’ meeting after the meeting has started, have the right to vote on the agenda under consideration and not yet voted.
At the shareholders’ meeting, the Chairman of the meeting will allocate appropriate time and encourage shareholders to have equal opportunity to express their opinions and make inquiries to the meeting in accordance with the meeting agenda and proposed matters. The directors, senior management, and the auditor will attend the shareholders’ meeting to clarify questions as well. The directors and executives will explain and clarify exactly the point until it becomes clear.
e) After the shareholder meeting
The Company will disclose to the public about the voting results of each agenda of the shareholders’ meeting within the date of the shareholders’ meeting or at the latest by 9.00 am of the next business day according to the rules prescribed by law.
The Company will prepare minutes of the meeting after every meeting by recording the number of shareholders who attended the meeting by themselves and authorize other persons to attend the meeting, both the number of persons and the number of shares. Including the proportion of the number of shares that attended the meeting compared to the total number of shares sold. There must be an accurate recording of important issues, questions and/or suggestions from shareholders. In addition, the Company will record video of the meeting for review and reference. The minutes of the meeting will be prepared within 14 days from the date of the shareholders’ meeting, and will submit to the Stock Exchange of Thailand. The Company will disclose the minutes of the meeting on the Company’s website along with informing the news published on the website of the Stock Exchange of Thailand. Thus, shareholders have the opportunity to express their opinions, including amendments to the minutes of the meeting within 30 days from the date of publication of the minutes.
Article 2: Equitable Treatment of Shareholders
a) The Company treats all shareholders both executive shareholders and non-executive shareholders including foreign shareholders equally, fairly and in accordance with legal requirements.
b) The Company encourages shareholders to use a proxy form which shareholders can determine the direction of voting and at least one independent director is nominated as an alternative to the shareholder’s proxy. And give an opportunity to shareholders to exercise their right to appoint individual directors. In addition, the Company has a policy to facilitate the shareholders at the shareholders’ meeting. The details are disclosed in Article 1, Rights of Shareholders.
c) The Company has measures to prevent in the event that directors, executives and employees use inside information to benefit themselves or others in a wrong way which is taking advantage of the shareholders. For example, insider trading, the disclosure of inside information to persons related to the directors and executives causing damage to the shareholders as a whole.
d) The Company will inform the resolution of the shareholders’ meeting via the information disclosure channel of the Stock Exchange of Thailand immediately within the meeting date, or the period before the opening of the morning trading session at least 1 hour of the next business day for investors to know. And the Company will prepare minutes of meetings with complete significance, record of important clarifications, questions and comments and all resolutions of the shareholders’ meeting by separation into agree, disagree or abstain. By the Company will publish the report on the Company’s website and submit to the Stock Exchange of Thailand within 14 days from the date of the shareholders’ meeting, and keep the minutes of the meeting at the Company office.
Charter 3: Rights of Stakeholders
The Company values the rights of all groups of stakeholders which are shareholder, customer, business partner and creditor, competitor, employee, the public, community, and society as a whole. By conducting business with responsibility and fairness to all involved parties, and set out as a guideline in the Company’s Code of Conduct Manual. This will support the Company’s business operations to have stability and sustainability with details as follows:
Roles and Responsibilities
|Shareholder||The Company focuses on operating business with honesty, cautious, prudence, integrity, ethics, and transparency for the Company’s sustainable growth, add value, and maximum return for the shareholders in the long run. Considering the rights and equality of shareholders. The Company has appointed department related to the Company to be responsible for hearing opinions, complaints, or suggestions to the Company.|
|Customer||The Company operates business with honesty, integrity, and provides accurate and sufficient information to customers, courteous customer service, caring and responsible to customers, produce quality work and maintain customer confidentiality. And not use it for the benefit of oneself or those involved wrongfully.|
|Business Partner||The company purchases services from business partners in accordance with commercial terms including the compliance of contracts with business partners honestly and fairly. Avoid situations that cause conflicts of interest.|
|Creditor||The Company has strictly complied with the terms of repayment under the agreement including treating creditors honestly and fairly. Avoid situations that cause conflicts of interest.|
|Competitor||The Company behaves in accordance with the rules of good competition. Maintain the norms of conduct in the competition. Avoid dishonest or inappropriate methods to destroy competitors.|
|Employee||The Company gives importance to personnel development. Realizing that employees are valuable resources and are important factor for the success of the Company. Therefore, the Company has a policy to treat employees equally, fairly, and provide the appropriate opportunities and the appropriate returns. Does not discriminate against race, nationality, religion, or gender. Provide a safe and healthy working environment including providing a provident fund. Moreover, the Company has appointed the Human Resources Department to be responsible for hearing opinions, suggestions, and complaints from employees.|
|Society, Community, and Environment||The Company is aware of its responsibilities towards society, communities, and the environment. To ensure that relevant parties are confident that the Company’s business operations take into account environmental, social and community factors for sustainable development. The Company has prepared and disclosed the guidelines in the annual registration statement / annual report (form 56-1 one report).|
The Company has provided channels for stakeholders and related parties to have the opportunity to express their opinion and communicate directly with the Board of Directors or the Audit Committee, and can complaint in case of unfair treatment of the Company or seen any action which is in the scope or may be in the scope of corruption or misconduct. The Company supervises the process and channel for reporting clues and complaints which gives opportunities to stakeholders both inside and outside the organization to report clues or complaints about fraudulent, or illegal acts, rules, regulations, policies, and the Company’s Code of Conduct via telephone number 02-013-7137 or send a letter to the Company’s address by sending to the Board of Directors or the Audit Committee. The Company has an internal audit unit responsible for receiving suggestions, complaints or other matters related to the company’s business and regulations, and various supervision. This unit will screen and report the importance matters to the Audit Committee for consideration. Then, the Audit Committee will report to the Board of Directors for further acknowledgment.
Article 4: Disclosure and Transparency
The Company gives importance to the disclosure of important information both financial and non-financial information. The Company’s information must be accurate, complete, adequate, reliable, and timely for the shareholders, those interested in investing, and the stakeholders of the Company. They will be received information equally according to the regulations of the Securities and Exchange Commission, The Stock Exchange of Thailand, other related laws, Articles of Association, and other regulators.
a) Relationship with investors
The Board of Directors gives importance to building trust and credibility for investors, shareholders, and securities analysts both domestically and internationally; and realizes that company information both financial and non-financial, all affect the decision-making process of investors and stakeholders. Therefore, the investor relations department has been instructed to act in relation to the complete disclosure of information, honest, reliable, consistent, and timely. The Company’s management has given importance and has always adhered to. Thus, the Company has set up an investor relations unit to provide information and news on various activities of the Company with investors, shareholders, analysts, and the general public.
b) Committee report
The Board of Directors is responsible for the consolidated financial statements of the Company and its subsidiaries, and financial information appearing in the annual report. Such financial statements are prepared in accordance with generally accepted accounting standards by choosing the appropriate accounting policy and complying with them on a regular basis and use careful discretion and the best estimates to be made. In addition, there is sufficient disclosure of important information in the notes to financial statements.
To provide quality financial reports, and supervision is consistent according to the office Securities and Exchange Commission and the Stock Exchange of Thailand; require listed companies to have the qualified person taking the highest responsibility in finance and accounting, and the qualified person supervising accounting. The Company has submitted the information and disseminated through the electronic system of the Stock Exchange of Thailand as follows:
Name – Surname
|Mr. Narut Wiwattanakrai||The Highest Responsibility in Finance and Accounting
(Chief Financial Officer)
|13 June 2018|
|Ms. Kamonnat Kaewsurin||Supervising Accounting
(Assistant Manager of Accounting and Finance)
|1 June 2020|
The person taking the highest responsibility in finance and accounting, and the person supervising accounting are knowledgeable, capable, and fully qualified according to the specified criteria.
The Board of Directors has arranged to maintain an effective internal control system to reasonably ensure that accounting records are accurate, complete, and sufficient to maintain assets; and to identify weaknesses in order to prevent corruption or important irregularities.
In this regard, the Company has an audit committee consisting of non-executive directors who are responsible for the quality of financial reports and internal control systems.
c) Shareholder meeting
The Chairman of the meeting gave shareholders equal rights to inspect the Company’s operations, ask questions and express opinions and suggestions.
d) Board meeting
The Board of Directors holds regular meetings on a quarterly basis, and additional meetings as needed with a clear agenda set in advance and has regular agendas to consider and follow up on operating results.