SCI Annual Report 2015
Annual Report Annual Report
SCI Electric Public Company Limited • Establish guidelines in writing regarding the keeping and protecting of inside information and inform such guidelines to employees of all levels. And the directors and executives are required to report holdings of securities to comply with the laws and handling such reports to the Board of Directors. Category 3: The Role of Stakeholders The Company places importance on all stakeholder groups and the Company’s policy. The treatment of each group of stakeholders can be summarized as follows: Shareholders: The Company is committed to conducting its business effectively with full knowledge and ability in any cases, transparency to major and minor shareholders, in order to increase to overall shareholders’ value, including transparent and honest information disclosure. Employees: The Company has set an appropriately salary and benefit to employees. In addition, the Company places importance on caring for the working environment, the safety of employees’ life and property, and is committed to continuously developing its employees’ potential, in compliance with laws and regulations relating to the staff strictly, as well as avoid any action that is not justified which can affect the stability of the functions of the employees, along with treating them with courtesy and respect the dignity of being human. Customers: The Company is committed to providing quality products and standard services at reasonable prices, seriously and consistently treating the customers’ information as confidential, unceasingly seeking channels to maximize the benefits to our customers continuously, and strictly complying with the conditions provided to customers. Trading Partners and Creditors: The Company has the policy to treat both the counterparts and creditors fairly and is committed in compliance with the trading conditions to creditors strictly whether it is the purpose of using the money, the repayment, the care of collateral quality, and any terms in mutual contracts to enhance good business relationship, beneficial to all parties. Competitors: The Company operates its business with integrity and professionalism, without any legal or ethical wrongdoings. The Company does not seek its competitors’ trade secrets or information through illegal nor inappropriate means, and does not try to discredit its rivals by accusing the unfounded impurity. Community and Public: The Company will not take any action that would harm society, natural resources and environment. It is also need to seek for social supporting activities, foster social responsibility among employees at all levels continuously and seriously along with strictly operation or controlling required by laws and regulations which issued by regulatory sectors. Category 4: The Disclosure and Transparency The Company places importance on the disclosure of the Company-related information to be accurate, complete, transparent, and timely in conformity with the regulations stipulated by the Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand. Additionally, it discloses other general information as well as significant information which may affect the price of the Company’s securities which in turn impacts on the decision of the Company’s investors and stakeholders. In order to provide fair information to all parties, the information that was already disclosed to the SEC and SET was also posted on the Company’s website www.sci-mfgr.com. The Board of Directors realizes the importance of responsibility to the accurate, complete, the facts and reasons. The Company’s financial statements are prepared in accordance with generally accepted accounting standards based on the appropriate accounting policy which the Company regularly complies, and the accounting records which are complete, accurate, and adequate to maintain its asset and to identify the weaknesses in order to prevent fraud or significantly irregular operation, which regularly perform including adequate disclosure in the footnotes to the financial statements. Besides, the Board of Directors has appointed the Audit and Risk Management committee to examine the financial reports, transactions, and internal control. The Board of Audit and Risk Management will regularly report to the Board of Directors. In order that, the report of the Board of Directors, the Board of Audit and Risk Management, and the report of auditors, any financial-related information presented in the Company’s Annual Report. For Investor Relations, the Company plans to set up investor relations sector in the near future. The Company assigns Chief Executive Officer to dealing with shareholders, analysts and other related persons. 158
Category 5: The Responsibility of the Board of Directors (1) Framework of the Board of Directors The Company’s Board of Directors consists of well-rounded individuals with knowledge, expertise and experienced in business operations which will be a great benefit to the Company. The Board of Directors will be appointed at the shareholders’ meeting, consisting of 10 directors will be 5 independent directors, comprising of 1 President, 3 Audit and Risk Management directors and 1 Nomination and Remuneration director. Two of the Audit and Risk Management Committee has sufficient background and experience in accounting to perform their duty as well as to monitor the credibility of the financial budget. Nevertheless, it is the Company’s policy that at least one out of three directors will be independent director, acting on behalf of the minority shareholders as well as to monitor and counterbalance the Company’s business management to ensure that every shareholder will be treated with equitable basis and receive the utmost benefits. Independent directors will perform their duty on a 3-year term basis. The Company’s President must not be the same person with the Chairman of the Board and Chief Executive Officer in order to counterbalance and verify the Company’s operation management. Moreover, the Company has clearly identified responsibility and duty of the Board of Directors, directors, Chairman of the Board and CEO to limit their authorization power with regard to financial budget. (2) Sub-committee The Board of Directors has appointed the sub-committee to assist in good corporate governance comprising of the following: • 10 directors responsible for monitoring the efficiency and flexibility of the Company’s business operation and performance as indicated by the Board of Directors • 3 directors in the Audit and Risk Management Committee with one director possessing experience in accounting and finance as well as be responsible for monitoring the Company’s business operation as prescribed by the Board of Directors. Every director must possess qualification as stated in rules and regulations regarding security and stock market or rules, announcement, obligation and regulation established by the Stock Exchange of Thailand (SET) • 3 directors in the Nomination and Remuneration Committee with at least 1 out of 3 directors must be an independent director. The Chairman of the Nomination and Remuneration Committee shall be an independent director with direct responsibility in identifying criteria and policy in nominating and remunerating the subcommittee, including the duty in appointing and proposing qualified individual to undertake the director position and to specify remuneration for every director of the Company. Nonetheless, the Company may appoint other sub-committees in the future so as to perform any assigned tasks as well as to relieve the work load of the Company’s directors. (3) Duty and Responsibility of the Directors The Company’s directors have to perform their duty with utmost care and integrity in specifying policy, vision, strategy, goal, objective, mission, business plan and budget as well as monitoring the Company’s business operations to be efficient and effective as prescribed by law, objective and regulations of the Company, including shareholders’ resolution. The Company’s directors have established the following: 3.1 Business Codes of Conduct The Company has set its business codes of conduct as operational guidelines for directors and the Audit and Risk Management Committee as well as every employee. The Company has strongly emphasized on confidentiality of information, integrity and loyalty, compliance with laws and regulations, respect of equal rights, resources conservation as well as environmental concern. The emphasis on the Company’s codes of conduct helps facilitate its business operation and internal control to be more efficient as well as strengthen trust and credibility among investors. 159 Annual Report 2015
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<strong>SCI</strong> Electric Public Company Limited<br />
• Establish guidelines in writing regarding the keeping and protecting of inside information and inform such guidelines<br />
to employees of all levels. And the directors and executives are required to report holdings of securities to comply<br />
with the laws and handling such reports to the Board of Directors.<br />
Category 3: The Role of Stakeholders<br />
The Company places importance on all stakeholder groups and the Company’s policy. The treatment of each group of<br />
stakeholders can be summarized as follows:<br />
Shareholders: The Company is committed to conducting its business effectively with full knowledge and ability in any<br />
cases, transparency to major and minor shareholders, in order to increase to overall shareholders’ value, including transparent<br />
and honest information disclosure.<br />
Employees: The Company has set an appropriately salary and benefit to employees. In addition, the Company places<br />
importance on caring for the working environment, the safety of employees’ life and property, and is committed to continuously<br />
developing its employees’ potential, in compliance with laws and regulations relating to the staff strictly, as well as avoid any<br />
action that is not justified which can affect the stability of the functions of the employees, along with treating them with courtesy<br />
and respect the dignity of being human.<br />
Customers: The Company is committed to providing quality products and standard services at reasonable prices, seriously<br />
and consistently treating the customers’ information as confidential, unceasingly seeking channels to maximize the benefits to<br />
our customers continuously, and strictly complying with the conditions provided to customers.<br />
Trading Partners and Creditors: The Company has the policy to treat both the counterparts and creditors fairly and is<br />
committed in compliance with the trading conditions to creditors strictly whether it is the purpose of using the money, the<br />
repayment, the care of collateral quality, and any terms in mutual contracts to enhance good business relationship, beneficial<br />
to all parties.<br />
Competitors: The Company operates its business with integrity and professionalism, without any legal or ethical wrongdoings.<br />
The Company does not seek its competitors’ trade secrets or information through illegal nor inappropriate means, and does<br />
not try to discredit its rivals by accusing the unfounded impurity.<br />
Community and Public: The Company will not take any action that would harm society, natural resources and environment.<br />
It is also need to seek for social supporting activities, foster social responsibility among employees at all levels continuously and<br />
seriously along with strictly operation or controlling required by laws and regulations which issued by regulatory sectors.<br />
Category 4: The Disclosure and Transparency<br />
The Company places importance on the disclosure of the Company-related information to be accurate, complete,<br />
transparent, and timely in conformity with the regulations stipulated by the Securities and Exchange Commission (“SEC”) and<br />
the Stock Exchange of Thailand. Additionally, it discloses other general information as well as significant information which may<br />
affect the price of the Company’s securities which in turn impacts on the decision of the Company’s investors and stakeholders.<br />
In order to provide fair information to all parties, the information that was already disclosed to the SEC and SET was also<br />
posted on the Company’s website www.sci-mfgr.com.<br />
The Board of Directors realizes the importance of responsibility to the accurate, complete, the facts and reasons. The<br />
Company’s financial statements are prepared in accordance with generally accepted accounting standards based on the<br />
appropriate accounting policy which the Company regularly complies, and the accounting records which are complete,<br />
accurate, and adequate to maintain its asset and to identify the weaknesses in order to prevent fraud or significantly irregular<br />
operation, which regularly perform including adequate disclosure in the footnotes to the financial statements. Besides, the Board<br />
of Directors has appointed the Audit and Risk Management committee to examine the financial reports, transactions, and<br />
internal control. The Board of Audit and Risk Management will regularly report to the Board of Directors. In order that, the report<br />
of the Board of Directors, the Board of Audit and Risk Management, and the report of auditors, any financial-related<br />
information presented in the Company’s <strong>Annual</strong> <strong>Report</strong>. For Investor Relations, the Company plans to set up investor relations<br />
sector in the near future. The Company assigns Chief Executive Officer to dealing with shareholders, analysts and other related persons.<br />
158