Corporate Governance Policy
The Company has determined a corporate governance policy and improves it continuously in order to be in line with the current situation for the Board of Directors, Executive Committee and employees at all levels as a guide to best practice of the Company. The Board of Directors is the role model in complying with the Code of Conduct and the Principles of Corporate Governance with the intent to promote the Company as an effective business organization with good management, transparency, accountability and equity for all stakeholders to add value to the shareholders, that creates trust and confidence among all stakeholders has excellent opportunities for sustainable growth sustainable growth. The major contexts are as follows:
Rights of Shareholders
The Company’s shareholders have the right to buy, sell or transfer shares, share in the profit of the company, participate and vote in advance of the meeting, to elect members of the board of director, make decisions on any transactions that affects the company, invitations to meetings, use of voting cards for important agenda items such as related party transactions or accountability, use of voting rights by yourself or by proxy, invitation to the meeting, information access prior to and after such meetings (including meeting results and voting resolutions are available through various communication channels, such as Thailand Security Depository Co., Ltd., company’s homepage, etc).
The Company holds an Annual General Meeting every year and the Shareholders’ Meeting was conducted according to the law, regulations and guidelines for corporate governance. In addition to the basic rights, the Company also provides the following.
Prior to Annual General Meeting
1) The Company arranges for an annual general meeting of which the meeting is held within a period of not more than 4 months from the end of the fiscal year of the Company, and if there is an urgent case that requires the shareholders’ resolution, the Company will call for an extraordinary general meeting for that specific case.
2) The Company has disclosed information for the Annual General Meeting Invitation in both Thai and English languages, specifying the date, time, place, agenda of the shareholders’ meeting, and supporting information for consideration of the various agendas, along with proxy forms of Form A, Form B and Form C as specified by the Ministry of Commerce to allow shareholders to authorize the audit committee or any person to attend the meeting on their behalf. Included also was the map of the meeting venue.
3) The Company sent invitations to the annual general meeting, documents accompanying the meeting and the annual information disclosure form/annual report form (Form 56-1 One Report) in QR Code form to Thai Securities Depository Co., Ltd. for distribution to all shareholders in advance of the annual general meeting date. Shareholders received documents no less than seven days in advance in order to receive information and make decisions to vote with accuracy, completeness and transparency. In addition, meeting invitations were advertised in Thai language and English language newspapers for three consecutive days and seven days in advance of the meeting’s date in order to inform shareholders in advance to make preparations to attend the meeting.
4) Shareholders can propose agenda and / or nominate persons to be elected as directors at the annual general meeting, as well as submit questions in advance of the annual general meeting from 1 September to 30 November as stipulated by the Company. The shareholders can take such actions as per their rights via various channels including by e-mail, by post, or on the Company’s website.
On the Date of General Annual Meeting
- The Company provided a venue convenient to travel to for attendance at the Annual General Meeting. And a sufficient number of shareholders and proxies were in attendance.
- The Company set up guidelines for the Annual General Meeting and facilitated the shareholders equally. Shareholders could register to attend the meeting at any time and freely exercise the right to vote or abstain as well as to comment freely within a reasonable time.
- By the time the meeting had begun, the Directors, Sub-Committee, Executive Director, Auditors and Legal Counsel were in attendance. Before the meeting starts the Chairman of the Meeting had authorized the legal adviser of the Company to clarify the rules relating to the meeting as the meeting opened and to offer advice on voting rights, including how the votes would be counted and the rights of the shareholders to vote on each item.
- The Company use of voting cards for each agenda item for transparency and accountability. The Company allowed shareholders to individual vote.
- The shareholders attending the meeting after the Chairman of the meeting had started the meeting can cast their votes in only the agenda items that have not yet been resolved. This shall be counted as a quorum from the agenda attended by the shareholders who come late, etc. and this may cause the person having the right to vote on each agenda item is not equal.
- At the Annual General Meeting, if there is a director who has conflict of interest in any agenda, that director must notify to the meeting to be refrained from voting from such particular agenda.
After the Date of General Annual Meeting
- The Company disclosed the resolutions of the Annual General Meeting and informed the Stock Exchange of Thailand (SET) after the end of the meeting and on the same day and make publicly available on its website by the next working day the result of voting during the Annual General Meeting.
- The Company has prepared the Minutes of the Annual General Meeting with clear agenda by specifying the lists of directors attending the meeting/not attending the meeting, the details of shareholders’ inquiries, the explanations of the Board of Directors, vote count and the results of the vote on each agenda item in full, prior to submit to the Stock Exchange of Thailand (SET) within 14 days after the meeting date as prescribed by SET and disclose the Minutes of Annual General Meeting to the shareholders on the Company’s website (www.metrosystems.co.th).
Equitable Treatment of Shareholders
The Company treats all shareholders equally, whether major or minor shareholders, institutional investors or foreign shareholders. Updated useful information on the Company is disclosed through the Company’s official website for all shareholders. The clear procedures of internal data usage are also outlined in writing and notified to any other related persons for strict compliance. All directors and Executive Committee shall have the duty to report their shares subscription to the Board of Directors in each quarter. The Company also sends meeting invitations both in English and Thai languages to its shareholders.
The shareholders can express their opinions or raise any questions concerning the Company’s activities, to propose to add any advance questions item prior to the shareholders meeting date. The shareholders are entitled to appoint an individual director to represent them. The meeting is subject to the Articles of Association the agenda shall offer the option for shareholders to request more details on each item in the meeting or in its entirety with consideration for clear transparency. If a shareholder in a management position wishes to add any agenda item, he/she should notify other shareholders in advance, especially if it is an issue that will require shareholders to spend a good deal of time to study before deciding.
The Board of Directors should be aware to use of inside information for abusive self-dealing, such as insider trading or related party transactions or who may be presumed that the person knows or possess information that is material to the price or value of securities or information which has not been disclosed to the general public. According to the Securities and Exchange Act (Vol. 5) B.E. 2016, Section 242 (2) which states that “It is prohibited to disclose inside information to others, whether directly or indirectly and whether by any means. The recipient knows or should know that the information may be useful to use that information to buy or sell securities or bound by derivatives related to securities whether for themselves or others unless it is done in a manner that is not exploiting others or in the manner as announced by the SEC. Therefore, the Company has set a time limit for trading the Company’s securities of the Company during one month prior to each meeting of the Board of Directors.
The Company has given shareholders an opportunity to propose agenda and elect members of the board of director before the Annual General Meeting. The Company has published such rules through the SET Portal system of the Stock Exchange of Thailand (SET) as well as the Company’s website.
Role of Stakeholders
The Company is regarding to the importance of responsibility to stakeholders, which is synonymous with the business, the Company is committed to conducting its business in accordance with the Code of Conduct, Corporate Governance Policy, Corporate Social Responsibility Policy, Anti-Corruption Policy, Procurement Policy, Intellectual property Policy which stakeholders, including shareholders , customers, competitors, Joint venture or creditor, employees and government as well as society and community are treated by the Company in accordance with fair and reasonable benefits and protection as follows:
The Company runs the business with transparency, legitimacy, fairness and compliance with the rules and regulations as well as applicable laws. Shareholder return is our major concern and we disclose information in a correct and fair manner through the Company investor relations website to achieve an ultimate benefit and add the value of shares in the long term.
The Company sells products and services at a fair price and treats all customers equally to achieve their satisfaction.
The Executive Committee and employees determine the strategy in business competition. We also treat our competitors fairly and ethically. The Company will avoid using dishonest means to obstruct competitors. We are willing to give competitive cooperation to create a good market atmosphere, such as sharing product information or creating new products and services.
Business Partners :
The Company operates the business under reasonable and fair business conditions in compliance with normal industrial practice. In addition, we always follow trading conditions and agreements in a fair manner. The Company gives equal opportunity to all business partners and creditors in terms of business activities. We have no leverage or trade bargaining authority for mutual benefits or follow enforced conditions. The Company conducts joint business activities with honesty in accordance with the Procurement and Supplier Audit Policy as announced by the Company.
The Company operates under reasonable business conditions and according to industry practice, complies with trading and contract conditions of contracts fairly and equitably, and will be honest in business to create credibility and fairness for creditors.
The Company considers employees as valuable resource in the business. Good, talented, diligent, honest employees will help the business operate more sustainably. Therefore, the Company treats all employees in a fair and just manner, and determines fair remuneration, including appropriate welfare. The Company also supports the employees in their efforts to enhance their knowledge and skills as well as cultivating their employees in accordance with the Code of Conduct and create a comfortable working environment with sufficient workplace and operational facilities and meeting rooms for their conveniences. The Company also planted trees and maintained the green area around the buildings and encourages employees to use bicycles instead of cars to travel throughout the surrounding area of the Company’s buildings to reduce pollution. The protective equipment are additionally provided by the Company to prevent any potential work-related hazards.There is a nursing room available for minor injury or illness and first aid during the business hours.
Government and Public Authorities :
The Company fully cooperates with agencies as good citizen practice. We follow the application laws which regulate business conduct, accounting, and tax payments to government in a proper business manner. The Company does business with agencies honestly, directly and fairly, the same as an ordinary customer. We refrain from offering bribery to government officers for special facilitation in business operations. We will not give any cooperation to support corruption by government officers. The Company will not allow government officers to commit corruption in our business.
Government and Public Authorities :
The Company provides assistance to benefit society and the community. The Company refrains from operating any business which adversely affects society and any acts which destroy natural resources and the environment. We closely monitor our business operations so that they do not cause pollution to the environment and community. The Company provides full cooperation with all parties in the community giving our time, labour and money as deemed appropriate, as well as to promote awareness and encourage all employees and stakeholders to act as good citizens, taking responsibility and seeking to benefit society and the community.
Disclosure and Transparency
The Company discloses its financial data and information as required by the Stock Exchange of Thailand (SET) and the disclosure policy of the Company to the public and stakeholders, it is set to provide information in an accurate, complete, timely, transparent manner to allow equality and trust through diversity of communication channels provided by the Company, such as e-mail, Company’s homepage, Annual registration statement 2020 (Form 56-1 One report). The “Corporate Secretary” is mainly responsible for coordinating and communicating with investors or shareholders. The Corporate Secretary, who has been approved by the Board of Directors, will disclose the information via the Company’s website in both Thai and English and report to the Office of the Securities and Exchange Commission (SEC) or the Stock Exchange of Thailand (SET) so that the shareholders, investors, analysts and mass media can receive accurate, complete, transparent and up-to-date information. The Company has established the information disclosure and transparency policy and the said policy has been approved accordingly. The Board of Directors shall therefore be assigned for the control of information disclosure relating to corporate operation according to the Annual Report and the website of the Company. The disclosure and transparency policy have been regularly reviewed to ensure that the policy complies with current legal requirements and regulations.
Responsibilities of the Board
The responsibilities of the Board of Directors appear in “Structure and Role & Duty of Board of Directors” and they consider it as their duty to reconsider management structure, corporate governance, code of conduct and performance assessment of both individual directors and the group so as to fit in with current working conditions and business circumstances. In addition, the Company has prepared the Directors’ Manual as a guideline for the directors to properly and appropriately perform their duties in accordance with the rules, regulations and the laws.