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Submission: On December 13 via manual from JP — Scanned from SG
Effective URL: https://www.humanica.com/en/
Submission: On December 13 via manual from JP — Scanned from SG
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Homepage_Slider_HR Core
Workplaze HR Core
Workplaze HR Core
Digitize your basic HR Processes With the No. 1 HR Solution for SEA
Digitize your basic HR Processes With the No. 1 HR Solution for SEA
Homepage_Slider_HR Core
Modern Enterprise Resource Planning
Modern Enterprise Resource Planning
Integrate Accounting, Production, Inventory,
Projects, Sales and Delivery into employee workflows and compensation with our
advanced ERP Solution
Integrate Accounting, Production, Inventory, Projects, Sales and Delivery into
employee workflows and compensation with our advanced ERP Solution
Homepage_Slider_HR Core
Workplaze for your mobile workforce
Workplaze for your mobile workforce
Digitize your basic HR Processes With the No. 1 HR Solution for SEA
Fuss-free access anytime, anywhere
Homepage_Slider_HR Core
Workplaze Talent Management
Workplaze Talent Management
Maximize the value of your workforce with our next-generation Talent Management
Solution
Maximize the value of your workforce with our next-generation Talent Management
Solution
Homepage_Slider_HR Core
Attendance Recording
Attendance Recording
Time recorders, face scanners, card scanners, interactive displays, and many
more – we offer cutting-edge machines for your attendance tracking.
Time recorders, face scanners, card scanners, interactive displays, and many
more – we offer cutting-edge machines for your attendance tracking.
Homepage_Slider_HR Core
Integrated OKR
Integrated OKR
Performance Management enhanced with OKR linked to organizational activities
that support both traditional and non-traditional workers
Performance Management enhanced with OKR linked to organizational activities
that support both traditional and non-traditional workers
Homepage_Slider_HR Core
Payroll Outsourcing
Payroll Outsourcing
Concentrate on what your company does best. We do the same.
Concentrate on what your company does best. We do the same.
Homepage_Slider_HR Core
Benefits Management
Benefits Management
Become a caring employer with Connect your business success with the right
employee benefits using our digitalized insurance broker platform. With Benix,
we help you prioritize your employees’ personal well-being and healthy
lifestyles.
Become a caring employer with
Connect your business success with the right employee benefits using our
digitalized insurance broker platform. With Benix, we help you prioritize your
employees’ personal well-being and healthy lifestyles.
Homepage_Slider_HR Core
Mid Market solutions
Mid Market solutions
Support your growing business with our flexible HR solutions catered to the
evolving needs of medium sized companies. Our platforms Tigersoft and GreatDay
HR combine across the board beneficial HRIS feature with a high level of
scalability to support your changing HR requirements as you mature.
Support your growing business with our flexible HR solutions catered to the
evolving needs of medium sized companies. Our platforms Tigersoft and GreatDay
HR combine across the board beneficial HRIS feature with a high level of
scalability to support your changing HR requirements as you mature.
HUMANICA SOLUTIONS PROVIDED FOR BUSINESS
YOUR TRUSTED HR SOLUTIONS PROVIDER OF SOUTHEAST ASIA REGION
Explore Humanica’s Business Solutions for the modern day organization – from
end-to-end HR Management Solutions to Finance and Accounting. Our innovative
software combined with our exceptional services are designed to get you ready
for what is next in your transformation journey. We work side by side with you
to create value for years to come.
HR CORE
TALENT
MANAGEMENT
PAYROLL &TAXES
ERP
BENEFITS
MID MARKET SOLUTIONS
HR CORE
TALENT
MANAGEMENT
PAYROLL &TAXES
BENEFITS
ERP
MID MARKET SOLUTIONS
STAY AHEAD IN THE GAME
The world changing quickly and companies must innovate or be passed by are
recurring themes. The ability to see those changes and guide teams accordingly
shows good leadership.
Our flexible solutions help you do that and allow you agility to move ahead.
OUR SERVICES
Payroll Outsourcing
Accounting Services
Corporate Services
Hosting
OUR STRENGTH
At Humanica, we work to support our customers in managing change through
technologies that focus on supporting how people communicate and collaborate.
We believe effective change starts with people and succeeds when they work
together towards common goals.
WHY HUMANICA IS THE RIGHT CHOICE?
Humanica designs solutions that meet customer needs for flexibility to support
their unique business processes with a focus on improving efficiency and
engagement. Our technical solutions are supported by a large professional
services team with HR, project, support and security experts to ensure that
customers go live on time and within their budgets and that the implementation
is a success. We are committed to work side by side with our customers to create
value for years to come.
FEATURES
Best in market solution full featured solutions designed to support a wide range
of HR best practices using modern technology. Best attendance tracking by
mobile, kiosk and physical devices preventing fraud.
SECURE
Rigid security standards and constant tuning for optimal processing allows
customers to run their operation securely while we keep data and applications
safe
PROVEN
2000 companies and 1.2 Mio users trust our solutions with 98% customer
satisfaction. Many of them grew with us since 2005 as we learn from them and put
into tech what they need.
OPTIONS
We offer the option of beyond standard features for internal social networks,
people development and recruitment.
MOBILE
Solution is designed for mobile access. 98% of sessions are on phones.
COMPETENCE
20 years of experience in HR allow support of most HR processes not available
from competitors.
WE ARE TRUSTED BY OVER 5000 GREAT COMPANIES
IN EVERY INDUSTRY: SOME SMALL, SOME LARGE,
SOME OPERATING LOCALLY, SOME INTERNATIONALLY.
Humanica service provider aspires to create an ecosystem that offers our clients
and their workers the best HR solutions and services as a leader in HR
management technology in Thailand.
More than 5,000 clients in Asia rely on Humanica and HR solutions, which have
helped clients turn their businesses into digitally efficient operations.
FAQ ABOUT HUMANICA SERVICE
WHAT KIND OF HUMANICA SERVICE?
All kinds of businesses and organizations are supported by Humanica Service,
which uses its expertise to offer solutions that can help boost organizational
development effectiveness. Following are some of the services that Humanica
provides to meet the needs of business owners.
HR Solutions
We provide HR solutions with our HRIS software, a technological advancement
created exclusively for HR activities. It includes all the capabilities that HR
needs, including the ability to track employee time in and out, approve leave
requests, save personal information about them, verify their total benefits, and
even provide recruitment services.
Payroll Outsourcing
Humanica has more than 30 years of experience providing all types of
organizations and businesses with the demands they have for payroll outsourcing,
another key service. We design and calculate compensation that is in line with
the organizational culture, taking into account tax and salary calculations,
payroll reporting, time and leave reporting, and local law compliance.
ERP Implementation
“Humanica is a service provider that implements ERP systems for businesses of
all sizes, with the goal of making their workflows more modern and efficient
than before.” We have formed alliances with prominent worldwide ERP providers
such as Business One, Oracle NetSuite, and SunFish Workplaze. We promise quality
and have gained the trust of prominent organizations in Thailand and around Asia
with over 30 years of expertise in the ERP area..
Accounting Service (FAS)
The Department of Business Development (DBD) has recognized us as a “Quality
Accounting Office” and we have over 30 years of expertise offering accounting
services to companies and nonprofits. Our competence in accounting, precision,
and thorough understanding of tax rules and regulations from the government
sector are some of our key competencies. Our team of skilled specialists makes
sure that our clients may have faith in Humanica’s professional abilities.
Corporate Service and Expatriate Service
For companies that use foreign labor, Humanica offers practical paperwork
services. The services range from company registration, visa conversion
services, work permit renewal and application for foreign nationals. These
services are quick and effective, supporting the expansion of your company with
assurance.
Humanica Consulting Service
Humanica Consulting Service is a solution that assists in the resolution of
numerous internal organizational difficulties that effect employee well-being.
By examining data from the organization’s HR management department, plans are
established to improve the work culture in accordance with the needs of the
employees. This reduces personnel turnover and ensures the organization’s
long-term stability.
Hosting
With our deployment options, including Software-As-A-Service (SaaS) in a
cloud-hosted environment that permits data to be accessed via internet
connectivity, and on-premise solutions that offer flexibility in usage,
Humanica’s Hosting service is created to meet the needs of businesses and
organizations of all types. Our solution offers exceptional long-term value for
money and is very secure.
HUMANICA BLOG & NEWS
November 23, 2023
EIGERINDO CREATES RESILIENT ORGANIZATION WITH SUNFISH HR PLATFORM
The customer Company: PT Eigerindo Multi Produk Industri or known as Eiger is
today…
Continue Reading
November 21, 2023
DATAON’S HEARTWARMING DAY WITH BUDI MULIA 4 ELDERLY RESIDENTS
On November 11th, 2023 DataOn employees, along with our COO Yus Wadi, set out…
Continue Reading
November 13, 2023
GALENIUM’S HR TRANSFORMATION: INTEGRATED SYSTEM FOR ATTENDANCE, PAYROLL, AND
VACANCY FULFILLMENT
The customer Company: Over the last 30 years, Galenium Pharmasia has grown from
a…
Continue Reading
November 7, 2023
DATAON HUMANICA HOSTS 13TH ANNUAL HR CONFERENCE, EMPOWERING HR PROFESSIONALS TO
CRAFT INSPIRING AND HUMAN-CENTRIC WORKPLACES
DataOn Humanica, a leading HRIS service provider in Southeast Asia, today
successfully concluded its…
Continue Reading
November 6, 2023
KOMATSU UPGRADES SUNFISH HR PLATFORM TO KEEP PACE WITH CHANGING TIMES,
DEMONSTRATING COMMITMENT TO CONTINUOUS IMPROVEMENT
The customer Company: PT Komatsu Indonesia was originally established as a joint
venture between…
Continue Reading
November 3, 2023
UNLOCKING THE POWER OF AI IN HR: DATAON -HUMANICA LAUNCHES NEW AI FEATURES IN
SUNFISH WORKPLAZE
DataOn, a Humanica company (SET: HUMAN), a Southeast Asian leader in Enterprise
Cloud Applications…
Continue Reading
View More Posts
It takes courage to move forward, to implement changes or lead into a new
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PRINCIPLE #8
ENSURE ENGAGEMENT AND COMMUNICATION WITH SHAREHOLDERS
Principle 8.1: Participating in Decision Making
The Company’s Board of Directors is aware of and places importance on the rights
of our shareholders (including institutional shareholders) and the Company shall
not perform any acts in manner likely to violate the rights of our shareholders.
The Company adopts the policy of encouraging, and facilitating our shareholders
to exercise their fundamental rights such as participating in shareholders’
meetings, casting ballots during meeting in person or by proxy. Allowing
shareholders to appoint or remove Directors fix Directors’ remunerations,
appoint auditor, and vote on other significant matters such as allocation of
dividends, stipulations or revision of Articles of Association, capital
decrement of increment, etc.
The Board of Director ensures that the shareholders can take part in making
important decisions and issues specified by laws. Issues affecting the direction
of the business operation are listed in the meeting agenda and proposed for the
shareholders’ approval.
Principle 8.2: Actions on Shareholders Meeting Date
The Board of Directors ensures that information, date, time, and place of
meeting, as well as, the meeting agendas are provided with adequate supportive
explanations and reasons on each agenda specified in the Notices of
Shareholders’ Meeting to enable the shareholders to understand and study the
information of the Company prior to the meeting.
The Board has monitored controls to ensure the shareholders’ meeting is carried
out in an orderly manner with transparency, efficiency and facilitation to
shareholders to be able to exercise their rights.
The Board of Directors shall not limit the opportunity of any shareholders in
attending meeting or cause undue burden on shareholders to attend meeting. The
Company shall send Proxy Letters along with the Notices of Meeting, to allow
shareholder to appoint their proxies to represent them in the meeting. The Board
will not ask shareholders or proxies to produce any documents or evidences of
identification that exceed applicable legal and regulatory requirements.
The Board of Directors provides the opportunity for shareholders unable to
attend meeting themselves to appoint the independent Directors or other persons
as the proxies to participate and cast their votes in the meeting and encourages
the shareholders to use Form B Proxy Letter and nominate the independent
Directors as their options in delegating their proxies.
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PRINCIPLE #7
ENSURE DISCLOSURE AND FINANCIAL INTEGRITY
Principle 7.1: Financial Report Preparation and Significant Information
Disclosure
The Board of Directors is responsible in ensuring the quality in financial
report preparation process so that information stated in the financial report is
accurate and in accordance with the generally acceptable accounting standard and
that duly audited by independent auditors. The Board takes into its
considerations factors such as adequacy of the internal control system,
observations of the auditors and comments of Audit Committee to determine the
quality of the financial report preparation.
The Board is also responsible for approving the disclosure of financial
information in accordance with relevant rules, standards and practical
guideline. The Board has monitored controls over disclosed information, such as
financial statements and annual reports to adequately reflect the Company’s
financial status and operational result. The Board also conduct management
discussions and analysis or MD&A to supplement the quarterly financial statement
disclosure to enable the investors to understand changes occurring to the
Company’s financial statements and operational result.
Principle 7.2: Financial Liquidity and Solvency
The Board has monitored controls to ensure that the Management regularly
assesses the Company’s financial status and submits relevant reports to the
Board on a regular basis. The Board shall jointly collaborate with the
Management to find remedial solutions to correct any adverse situation in a
timely manner should there be any indicative signal of a problem with financial
liquidity and solvency.
Principle 7.3: Remedial Actions to Solve Financial Problems
In approving any transactions or presenting any recommendations to shareholders,
the Board ensures that such transactions will not affect the continuity of the
business operations or its solvency.
The Board must monitor controls to ensure that Company has plans or other
mechanisms to solve financial problems closely monitored to ensure that
operations are carried on with due care and in compliance with the requirements
in disclosing information in a manner impartial to various group of
stakeholders. The Management should also monitor the follow-up actions to solve
problems and regularly report the latest situation. The Board must ensure that
any decision made in solving financial problems to be carried out in a
reasonable manner.
Principle 7.4: Sustainability Report Preparation
The Board consider the need to disclose information in accordance with domestic
and international laws, ethical code, anti-corruption policy, fair treatment of
employees and stakeholders, respect of human rights, and social and
environmental responsibilities when defining its policy. Such policy shall be
disclosed in the annual report.
The Board of Directors has monitored controls to ensure that the Management has
appointed a person to be responsible for investor relations, performs duties in
communicating with shareholders and other stakeholders in an appropriate and
timely manner.
The appointed person undertakes to communicate with third parties; including
investors, institutional investors, analysts, and government agencies with
equality and fairness and the Company gives such parties opportunities to visit
our Executives where appropriate. The information provided is information
disclosed to the public, which is accurate, not misleading and sufficient for
investors to make investment decisions. The Board must ensure that the
communication and information disclosed to the public is appropriate, equal,
timely, and communicated through proper channels.
Principle 7.5: Person responsible for Investor Relations
The Company regularly had meetings with individual investors, institutional
investors, and securities analysts in person or via calls. We also publish our
information through the Company’s website on a regular basis. Investors can
direct their enquiries to the CEO or the designated person looking after
Investor Relations.
Principle 7.6: Application of IT Technology for Use Information Dissemination
Apart from disseminating information such as Annual Registration Statement (Form
56-1) and annual report through capital market channel in accordance with the
established criteria, the Company will regularly disclose information in Thai
and English through the Company’s website at www.www.humanica.com according to
Corporate Governance Code for Listed Companies.
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PRINCIPLE #6
STRENGTHEN EFFECTIVE RISK MANAGEMENT AND INTERNAL CONTROL
Principle 6.1: Risk Management and Internal Control
The Board has monitored controls to ensure that the Company has risk management
and internal control systems to enable it to achieve its objectives effectively
while in compliance with the relevant laws up to both domestic and international
standards. Thus, an appropriate and adequate internal control is defined for
Company’s business operations align with the relevant laws, rules, regulations
and requirements to reduce operational risks.
In addition, the Board of Directors engage the services of qualified independent
internal auditor to carry out internal control audit as determined by the Audit
Committee and approved by the Board of Directors.
The Board of Directors places importance in evaluating risk management
consistently and look out for early warning signals and keeps tabs to ensure
that Management Committee regularly review its risk management policy, at least,
once a year.
Principle 6.2: Formation of the Audit Committee
The Board of Directors has set up the Audit Committee that can perform their
duties effectively and independently. All Committee members are Independent
Directors fully qualified in accordance with the criteria prescribed by SET and
SEC. The Board has defined the role and duties of the Audit Committee in the
Charter of Audit Committee
Principle 6.3: Management and Monitoring Conflicts of Interest
The Board of Directors has set up procedures in managing conflicts of interest
that might occur between the Company, the Management and Directors, including
preventing the inappropriate use of Company’s assets, information, and any
transactions between related parties.
Principle 6.4: Policy and Practical procedures of Anti-Bribery and
Anti-Corruption
The Code of Business Conduct of Directors and Employees incorporates the policy
and procedures of Anti-Bribery and Anti-Corruption with established guidelines
as follows:
1. All directors, executives and employees shall be responsible for and is to
strictly comply with this standard operating procedure.
2. Establish procedural guidelines on the recording of financial information
and internal control measures by assigning the Finance and Accounting
Department to monitor strict controls, review documentary evidence,
substantiate business reasons for disbursing money to third persons.
3. Assign Internal Auditor to audit the internal control system regularly and
to check any irregularities that may lead to corruption.
4. If any information or complaints bearing reasonable ground indicate the
presence of corruption or a violation of the law or Company’s code, the HR
department shall take action to improve or correct the situation
immediately. The complainant or informant can be assured of the
confidentiality of his/her reporting or whistle-blowing.
5. The Company communicates the guidelines on anti-bribery and anti-corruption
constantly and regularly both through training and online media. Training on
Anti Bribery and Anti-Corruption is also included as a part of a new
employee’s orientation and communicated to contractors and suppliers at the
beginning of business relation establishment.
Principle 6.5: Mechanism for Handling Complaints and Actions in case of Whistle
Blowing
The Board has established a mechanism and process for handling complaints and
whistle blowing by having multiple channels in place to record, track, resolve,
and report complaints and feedback of stakeholders.
The Board of Directors has monitored controls to ensure that the Company has
clear whistle blowing guidelines including processes on information
verification, operations and reporting to the Board as well as oversight to
ensure that the appropriate whistle blower protection measures are in good
faith. In addition, the Company has set up protections of the informants and
whistle blowers including persons whom the complaints are lodged against.
The Company also set up alternate channel to enable all groups of stakeholders
to make their reports or lodge their complaints on matter that may cause damages
to the Company directly to the Board of Directors. There will be persons
assigned to receive the reports or complaints, carry out the investigation and
report to the Company’s Board of Directors to settle complaints lodged with
clear policy protecting people giving information.
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PRINCIPLE #5
NURTURE INNOVATION AND RESPONSIBLE BUSINESS
Principle 5.1: Innovation creation
The Company understands the importance of innovation in our industry. We
constantly bring new products and business ideas in a commercially viable manner
to stay ahead of our competitors and create value for stakeholders. In addition,
the Company wishes to embrace innovative activities as part of its overall
business strategy.
Innovation project are typically riskier than most other kinds of investment and
likely to require a long-term productive governance framework for innovation,
promoting a more cooperative and flexible business culture that embraces
risk-taking and uncertainty as an intrinsic aspect of our business activity.
The board sees themselves as less of a controller, and more as an advisor and
source of tangible and intangible resources. They also have a key role to play
in ensuring that creativity and experimentation is guided with professional
management and a strong focus on the commercially viable innovations.
Principle 5.2: Business Operations with Corporate Social and Environmental
Responsibilities
The Company sees the importance of the continuous care of all stakeholders. The
Company always encourages co-operation and trust between the Company and all
groups of stakeholders continuously, be it its employees, communities around the
business establishments, shareholders, customers, suppliers, creditors,
government, competitors, and auditors.
The Company realizes the importance of ensuring that all stakeholders’ rights
are properly observed and engage various groups of stakeholders in manner in
line with the rules and regulations of SET, SEC as well as related laws.
The Code of Business Conduct applies to all employees who works for the Company
and its subsidiaries. Violating the standards will subject an employee to severe
disciplinary action, including immediate termination. In addition, the Company
also relies on each employee to report any violations of the law or any of these
standards in accordance with the Company procedures.
Principle 5.3: Resource Allocation and Management
The Board of Directors ensure that in attaining business objectives, the
Management has reviewed, developed, and supervised the efficient and effective
use of resources by always taking into account the internal and external
factors.
Principle 5.4: Corporate Level Information Technology Management
The Board has established a framework for governance of enterprise information
technology (IT) aligned with the Company’s business needs and in compliance with
the relevant laws, regulatory requirements and standards relating to the use of
technology. The Board has overseen the Management Committee in carrying out
measures of risk management covering IT management risks, such as business
continuity plan, incident management and asset management, etc.
The Management Committee has implemented policies and measures on IT security
that was accredited with ISO/IEC 270001:2013 under the category of the
information security management system applicable for system and network
administration for our industry.
The code of business conduct requires employees to be mindful of the
intellectual property rights of the Company and others, including using the
name, trademarks, logos, or printed materials.
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PRINCIPLE #4
ENSURE EFFECTIVE CEO AND PEOPLE MANAGEMENT
Principle 4.1: CEO Nomination and Development of Key Executives
The Board has entrusted the Nomination and Compensation Committee (NC) to carry
out actions on the nomination and development of the CEO and key executives to
ensure that they possess necessary knowledge, skills and experience to drive the
organization to achieve its objectives.
Principle 4.2: Appropriate Remuneration Structure and Performance Evaluation
The Board of Directors, under the recommendation of the Nomination and
Compensation Committee, has defined the remuneration structure that motivates
the CEO, key executives and other personnel of all levels to perform their
duties in alignment with the objectives of the organization and business in the
long term.
The Board of Directors, at the recommendation of the Management Committee, has
approved the appropriate combination of salary and other short-term
remuneration, such as bonuses, and long-term remuneration and ensured that the
Management Board has clearly defined and communicated policies relating to the
performance evaluations to the whole organization.
The CEO’s performance evaluation is conducted every year by the NC, which is
entrusted to conduct such evaluation and submit the result of the evaluation and
suggested remuneration to the CEO to the Board of Directors for approval.
The Board of Directors has considered and given its approval on the criteria in
the performance evaluation and the remuneration structure of the CEO and
monitoring the CEO to ensure that he/she conducts the performance evaluations of
key executives in alignment with said performance evaluation principles.
Principle 4.3: Effective Human resources management and development programs
All Employees are the most valuable resource in driving the Company towards its
objectives, thus, they are the most important factor contributing to the
corporate success of the Company. Our employees are required to carry out their
duties in alignment with our corporate commitment and culture. Our employees
shall thrive to achieve excellence on their work by collaborating as a team,
doing what is right, challenging current convention and constantly innovating.
As all times, adhere to the highest standards ethically and to care for our
environment and communities, as we would care for our future.
In order to motivate our employees, the Company has defined a remuneration
administration scheme based on the principle of impartiality and equity, taking
into consideration factors such as competency and accountability of each
position, labor market rates and the Company’s pay scale. We reply upon
workforce analytics tools such as performance appraisal, labor market surveys
and corporate compensation structure to determinate comprehensive and
competitive remunerations appropriate for the work scope and responsibility. We
strive to pay competitively to boost morale and enthusiasm of the employee to
work toward achieving the objectives of the Company. We offer bonus payments to
all employees which is tie to the achievement of the Company’s annual
performance target.
Apart from the salaries and bonuses, we provide other welfares to all employees
to help lessen their burdens on the expenses in their lives and sustain their
financial well-being such as provident fund contributions, free transport buses,
life insurances, and health insurances including OPD & IPO except for providing
by Social Security Fund, etc.
The Company periodically reviews and alters its welfare scheme to align with the
economic and social situation and allow flexibility to suit employee’s need that
may change overtime. We offer scheme such as the ability to select percentage of
provident fund to contribute into their accounts, flexible working hours, etc.
Furthermore, Company provides on-going trainings to educate the Company’s
employees in financial planning and the Company encourages all employees to
participate in ownership of the Company by giving them the right to buy during
the Initial Public Offering (IPO) when listed in SET.
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PRINCIPLE #3
STRENGTHEN BOARD EFFECTIVENESS
The Board of Directors regularly determines and review the Board Structure, in
term of size, composition, and proportion of independent Directors to ensure its
leadership in order to achieve the main objectives of the company.
Principle 3.1: Board Structure
The Board of Directors has entrusted the Nomination and Compensation Committee
(NC) to make consideration and proposal on the Board Structure, in terms of
size, composition, and the proportion of independent directors as suitable for
its determination and review.
The NC shall ensure that the Board of Directors consists of fully qualified
Directors in accordance with the law and related rules with diversified
qualifications on the aspects of specific skills, experiences, competencies and
characteristics necessary for the successful attainment of the Company’s
objectives and can foster understanding and respond to the needs of
stakeholders.
The proportion of the Board of Directors shall consist of not less than 1/3
non-executive Directors that reflect an appropriate balance of power. In the
current structure of the Board of Directors, there are 5 non-executive Directors
among a total of 7 Directors, which is appropriate to its size, category and
business complications in accordance with the Corporate Governance Code.
Principle 3.2 Board Chairman and Board’s Operating Elements
The Board of Directors, under the leadership of the Chairman, perform their
duties in overseeing the Company with impartiality and transparency, considering
the best interests of the Company and refraining from giving any advantages to
any person. The Board Chairman and Chief Executive officer (CEO) must not be the
same person and their duties shall clearly be divided.
Core Values
When nominating independent Directors, Directors and CEO; the Board of Directors
shall ensure that the process of nominating candidates is transparent. The NC is
assigned to screen and select candidates who are fully qualified with the right
knowledge, expertise and records of accomplishment useful for the Company’s
business operation and possess a good understanding of the business, goals,
business plans as determined by the Board of Directors.
Principle 3.4: Remuneration of Directors
In determining the remuneration (either in cash or in-kind) of Directors, the
Board of Directors has assigned the NC to carry out a transparent process and
propose its recommendations to the shareholders for approval during the AGM.
The policy, basis of calculation and criteria for remuneration payment for each
Director position must be proposed for shareholders’ approval. The proposed
remuneration shall be suitable and sufficient to predispose the Board of
Directors to lead the Company to achieve both short-term and long-term goals,
without making excessive remuneration payment.
Principle 3.5: Meetings of the Board of Directors
The board Meeting schedule is determined yearly in advance and communicated to
individual Directors, allowing them to spare time to attend the meetings. The
Chairman and CEO shall jointly consider and ensure that important matters are
included in the meeting agenda, and give each Director the opportunity and
freedom to propose agenda matters beneficial to the Company. The Notices of
Meetings and supporting documents will be sent to the Directors at least 7 days
in advance.
The number of meetings of the Board of Directors is determined to suit the
duties and responsibilities of the Company Directors and the nature of the
Company business. The Company provides its performance report regularly to the
Board to enable the Board to provide timely supervision of the Management’s
performance. Most of the Directors shall attend not less than 3/4 of all Board
Meetings held in a year.
The Chairman shall allocate enough time for the Management to propose matters
and discuss crucial problems in a careful and thorough manner and shall promote
the careful exercise of discretion. In this connection, all Directors should pay
attention to all issues brought to the meeting, including corporate governance
issues. Directors having interests, whether directly or indirectly, will not be
eligible to vote and will have to leave the meeting during the consideration of
the relevant agenda.
Principle 3.6: Corporate Governance for Subsidiaries and Associated Companies
The Board of Directors will appoint qualified candidates for the primary
corporate governance of subsidiaries and associated companies. The appointment
shall be determined according to shareholding proportion of subsidiaries and
associated companies.
The Directors and/or Executives appointed by the Board of Directors shall have
the duty to manage and administrate the businesses of subsidiaries and/or
associated companies to be in line and in compliance with the Company’s policies
and direction. The scope of duties and responsibilities of the appointed
Directors and Executives shall be clearly determined and reviewed from time to
time.
In making decisions for key business operations of the Subsidiaries, the
Directors of the subsidiaries are required to seek approval from the Board of
Directors before implementing any plans. Approvals from the Board of Directors
is also necessary for significant activities, such as the change in share
capital and cessation of subsidiaries’ businesses. The Company has set up
suitable and comprehensive monitoring and internal control mechanism within the
subsidiaries such that any significant transactions of the subsidiaries are to
be resolved by the Board or the Company shareholder meetings.
Principle 3.7: Evaluation of the Board of Directors
The Board of Directors and Board Committee conduct a self-evaluation at least
once a year to jointly consider their achievements, problems and corrective
actions.
The Company Secretary prepares and reviews the evaluation form for correction
and completeness and in compliance with the criteria required by the regulators.
Subsequently, the Company Secretary will summarize the result of the evaluation
on the performance of the Board of Directors as well as the strength and
improvement areas before proposing to the Board of Directors for its
consideration. The Board of Directors will review the result of the evaluation
to improve their performance.
The results of each key area are calculated in percentage, whereby 85 per cent
or more = excellent, more than 75 per cent = very good, more than 65 per cent =
good, more than 50 per cent = average, and less than 50 per cent = needs
improvement. It can be concluded from the evaluation results that the Board of
Directors and Committees have performed their duties in accordance with the
Corporate Governance Code and the Code of Business Conduct of the Company with
most of the performance which determined to be at the level of excellence.
Principle 3.8: Development of the Board of Directors and the Executives
The Board of Directors promotes and facilitates training for those involved in
corporate governance, such as Directors. Audit Committee members, Nomination and
Compensation Committee members, Executives, the Company Secretary, and personnel
whose functions and related to continuous corporate governance, including
attendance of such training courses organized by the Thai Institute of Directors
(IOD), other courses by other entities, and in-house training.
Following the subsequent appointment of a new Director, the Company will have
important documents and useful information such as the Directors Manual,
Organizational Standard Operating Procedures (SOP), and Code of Business Conduct
delivered to him / her. In addition, the new Director’s orientation will include
an introduction to the nature of business, policies, and business operational
guidelines of the Company to get the new Director acquainted with the Company’s
policy and corporate governance.
The Board of Directors has made available a leadership development program and
the CEO has reported to the Board of Directors on the results of the regular
implementation of the program along with consideration of a succession plan.
The Board of Directors requires CEO to provide a development and succession plan
annually, with consultation with the Nomination and Compensation Committee, in
preparation for its succession planning of key management position.
Principle 3.9: The Board and Company Secretary Operations
The Board ensures meeting agendas are provided in advance to enable Directors to
manage their time for participation in the meetings. The Board of Directors has
access to additional information from the CEO, Company Secretary, or other
delegated Executives within the established policy and, where necessary, the
Board of Directors may seek independent opinions from third party consultants or
professionals.
The Board of Directors has appointed a Company Secretary to perform duties in
providing legal advice and regulatory requirements as well as overseeing the
Board’s activities and coordinating among Board of Directors to ensure that the
Board’s resolutions are complied with.
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PRINCIPLE #2
DEFINE OBJECTIVES THAT PROMOTE SUSTAINABLE VALUE CREATION
The Board is responsible for overseeing whether the business has clear, suitable
and sustainable objectives in designing the business model and communicating the
Company’s Values and Vision to everyone to drive the Company as a whole in a
unified direction.
Vision
Considered as a happy family of good attitude talents who share the same
meaningful dreams and walk our values together to deliver world-class products
and services to meet even unrecognized needs of our clients as well as their
employees.
Mission
Work better and live happier
Core Values
* Excellence: Passionate about meeting even the unrecognized needs of our
customers and delivering the values of our shareholders. We are committed to
excellence and innovation
* Teamwork: Work together as a team, respect each other and celebrate our
diversity
* Integrity: Act with integrity and be accountable for all of our actions,
safety, protecting the environment and supporting our communities
* Openness: Uphold our values and communicate honestly and openly
Objectives
1. Excellence: Passionate about meeting even the unrecognized needs of our
customers and delivering the values of our shareholders. We are committed to
excellence and innovation
2. Teamwork: Work together as a team, respect each other and celebrate our
diversity
3. Integrity: Act with integrity and be accountable for all of our actions,
safety, protecting the environment and supporting our communities
4. Openness: Uphold our values and communicate honestly and openly
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PRINCIPLE #1
ESTABLISHING CLEAR LEADERSHIP ROLE AND RESPONSIBILITIES OF THE BOARD
This principle made clear that the Board of Directors should understand and be
aware of their leadership role and responsibilities to ensure that the
organization adopts good corporate governance by setting objectives and goals
for the business. Along with the corporate governance, the Board should oversee
and approve the vision and mission, core values, directions, policies and
strategies, and allocate vital resources for the use in Company Business
operations.
A good understanding of the Board of Directors’ roles and responsibilities will
be clearly defined and separated from those of the Management, Chairman of the
Board and Chief Executive Officer to provide a balance of power and transparency
in the management.
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