Therefore, upon consideration, the Company has risks from increases/decreases in the aforementioned
interest rates. However, the changes in each type of reference rates are not significant. Thus, it is not
necessary to use financial instruments to provide protection against changes in the aforementioned interest
rates. Nevertheless, the Company presently receives interest rate swap financial loan approvals for use in its
projects to manage interest rate risks. Hence, the Company will exercise caution to manage the Company’s
funds effectively to create the greatest benefits. Otherwise, if interest rates significantly change, the
Company will consider using financial instruments to appropriately control risks.
3.2.6 Risks from Fuel Procurement
In operating an industrial waste power plant project, a major factor is the ability to provide a sufficient
amount of fuel at a suitable price so that the project can manage its costs efficiently.
The Company’s projects contact more than one fuel supplier in the vicinity for risk dispersion and
transportation cost reduction. Medium and long term agreements are made to reduce fuel price fluctuation.
Furthermore, sufficient spare fuel is stored to support six months of production in case the suppliers are
unable to provide fuel as specified by the Company. This is so that the Company can find new suppliers in
the mean time. In addition, the Company’s projects can also use as much as 25 percent of RDF with the main
industrial waste fuel, providing the Company with flexibility in fuel procurement. Meanwhile, the Company
is making investments in RDF to accommodate the expansions and higher RDF demands. Thus, the
Company is confident that no problems will arise concerning insufficient fuel supply.
3.2.7 Risks from Equipment Degradation
The Company’s industrial waste power plant projects have more complex production processes than
solar power plants and operate 24 hours a day. This causes the Company to require regular equipment
maintenance to prevent equipment damage or malfunction and premature degradation. Moreover, the
Company has in the past invested in standard equipment with assurance from the manufacturers. In addition,
production breaks are scheduled for the maintenance of the main equipment and machinery and insurance
purposes.
3.3 Information and Communication Technology Businesses
3.3.1 Risks from Dependency of Personnel
For the transition into Thailand 4.0, human resource management is extremely important for keeping
up with technology and being in line with changes in the recruitment, training and retention of quality
personnel, especially since a major factor for the Company, along with OPEN, is human resources. In order
to conduct business, the Company needs personnel who are skilled and specialize in various technologies.
Furthermore, the Company needs to add to the knowledge and skills of its personnel so as to keep up with
the changing customer service technologies.
3.3.2 Risks from Technological Changes
Over the past year, it was obvious that the strongest technology trend that every agency, both
government and private, has had to invest in is no other than cloud computing. This is not only an IT
upgrade, but also a business transition into the digital age in order to increase the accuracy and speed of
government and private agency operations. It is an upgrade of organizational efficiency. Any business that
fails to adapt or adjust to the fast-changing technologies will eventually be unable to conduct business
consistenly.
3.3.3 Risks from Changes in Government Policies
Over the past year, the government sector has set policy to promote the digital economy which pushes
Thailand toward Thailand 4.0. This has been influential in the investment in IT businesses nationwide by
both the government and private sectors. In addition, processes such as recruitment, communication,
operations, procurement and finances have all adapted to Thailand 4.0. Therefore, every organization needs
to quickly make adjustments to support changes in accordance with the aforementioned policy.
3.3.4 Risks from Project Activities
Information and communication technology services have project characteristics that take significant
implementation time. Therefore, the services offered by OPEN are at risk from failure to deliver work
according to schedules stipulated by contracts. Consequently, the Company is vulnerable to fines by
customers. The primary causes of delays are delivery of products by manufacturers and distributors and
changes in the types or specifications of system installations. In the majority of project implementations,
services are provided to large organizations such as those in the public sector, state enterprises and financial
institutes.
Hence, in order to prevent risks from delayed project delivery, OPEN assigns project managers to
provide oversight and coordination between the Company and customers in addition to project owners and
retailers in order to plan project activities in advance. Furthermore, during project implementation, project
managers track and examine work plans in order to make continuous revisions and ensure consistency with
delivery schedules. This allows problems that occur to be resolved quickly in a timely manner without
creating overall project impacts.
Moreover, OPEN has a policy to expand outsourcing services, which have different service and
operational characteristics than project management. This will expand customer and services to cover the
public sector, state enterprises, financial institutes and the private sector.
4. Assets Used in Business
4.1 Permanent Assets of the Company and Subsidiaries
As of 31 December 2018, the key components of the main assets used to operate alternative energy
businesses of the Company and subsidiaries are the two following asset types:
1. Land and land renovation for alternative energy power plant installations.
2. Electricity generation machinery (solar energy) such as solar panels, inverters, transformers, etc.
3. Electricity generation machinery (waste energy) such as steam turbines and electricity generators,
etc.
Table Showing Assets Used for Activities
Asset Type/Characteristics Proprietary Rights Net Worth (Baht) Obligations
Land and Land Renovation Company and 5,055.69 Mortgage obligations with
Asset Type/Characteristics Proprietary Rights Net Worth (Baht) Obligations
Subsidiaries financial institutes.
Building and Building Company and Mortgage obligations with
Renovation Subsidiaries 3,454.68
financial institutes.
Office Apartment and Company and Mortgage obligations with
Renovation Subsidiaries 33.88
financial institutes.
Work under Construction Company and 692.42 No obligations.
Subsidiaries
Machinery and Equipment Company and Mortgage obligations with
Subsidiaries 27,965.10
financial institutes.
Public Utilities Company and Mortgage obligations with
Subsidiaries 1,145.44
financial institutes.
Utilities and Decorations Company and 290.57 No obligations.
Subsidiaries
Vehicles Company and 42.30 Lease contract obligations.
Subsidiaries
Total 38,680.08
It is necessary to sign power purchase agreements for operating alternative energy production
businesses. These are rights contracts for operating electricity production and distribution businesses with
long-term obligations. The essential details as of 27 February 2019 are as follows:
No Total Electricity Duration
. (Years)
1 Power purchase agreements supported with increased 7.00 10
power purchase shares in solar power plant projects in
Adder format at 8.00 baht/unit.
No Total Electricity Duration
. (Years)
2 Power purchase agreements supported with increased 5.95 10
power purchase shares in solar power plant projects in
Adder format at 6.50 baht/unit.
3 Power purchase agreements supported with increased 729.15 25
power purchase shares in solar power plant projects in
Feed-in Tariff format at 5.66 baht/unit.
4 Power purchase agreements supported with increased 28 25
power purchase shares in solar power plant projects in
Feed-in Tariff format at 4.12 baht/unit.
5 Power purchase agreements supported with increased 26.00 7
power purchase shares in thermal (waste) power plant
projects in Feed-in Tariff format at 3.50 baht/unit.
6 Power purchase agreements supported with increased 6 20
power purchase shares in thermal (waste) power plant
projects in FiT format at 5.08 baht/unit.
Total Maximum Electricity according to the power 802.1
purchase agreements (MW)
4.2 Investment Policy in Subsidiaries, Joint Companies and Associate Companies
The Company has policy to expand work in operation and maintenance services with emphasis on
monitoring of power plant operations to provide maintenance to machinery and equipment in order to ensure
that power plants produce and distribute electricity at full capacity and consultation services related to
alternative energy businesses covering solar energy, waste energy and wind energy. The Company has clear
policy to operate business in the operation and maintenance of power plants that belong to the Company’s
group and/or other outside companies in the future and has an objective to expand business scope to cover
the contract construction and operation, management and monitoring of alternative energy power plants in
the future. Furthermore, the Company intends to expand alternative energy production businesses in every
form in which the Company is prepared and able to do so with the objective of becoming a leader in the solar
power plant electricity generation and distribution businesses. Thus, the Company is perceiving revenue
from the production and distribution of solar energy that increases annually. The Company expects to gain
benefits that will boost competitiveness and profit-making capabilities as follows:
1. Expansion of Business Scope
The Company is able to expand its business scope to cover the production and distribution of
electricity derived from alternative energy in other forms besides solar energy because electricity is a basic
consumer product that is highly essential in people’s lives.
Furthermore, the Company can additionally expand upon its existing power plant operations and
maintenance services in companies under the Company’s group and/or other companies in the future. If the
government agencies in charge begin accepting applications for sales of electricity from alternative energy
power plants, the Company and/or subsidiaries will take actions and submit the aforementioned applications
for solar energy, waste energy and wind energy. The Company is prepared and has experience from past
work operations, which includes acquisition of businesses from other private entrepreneurs. If offers are
made and the Company deems their projects suitable in line with the Company’s investment terms, the
Company will invest either through the Company directly and/or through the Company’s subsidiaries. The
aim of doing so is increasing opportunities and work scope in the Company’s power plant operations and
maintenance services as well as expanding the power plants existing under subsidiaries.
2. Increasing Company Revenue and Performance
The Company can generate increased revenue by engaging in the power plant operations and
maintenance business, in which work must be carried out subsequent to the commencement of commercial
operations of power plants. Accordingly, clear employment contracts are made, and long-term power
purchase agreements are made in producing and distributing electricity to the EGAT, MEA and PEA. Under
these agreements, the quantity or volume and purchase prices are clearly specified for each given time period
in order to provide each producer with stable income. Hence, investments in solar power plants increase the
opportunities for increase revenue and profits for SUPER in the future.
The Company has policy to invest in alternative energy power plant businesses that possess potential
for growth and the ability to generate appropriate returns in the long-term. Additionally, Company directors
or qualified executives with suitable experience for operating business are assigned to assume position as
directors in network companies in order to act as work management representatives and issue key policies
for directing the business activities of subsidiaries. Furthermore, alongside investment and development of
solar power plants, the Company has a policy to expand business to cover engineering, procurement and
construction (EPC) of solar power plants and operations, maintenance and management of solar power
plants.
The Company’s significant financial supporters are Bangkok Bank Public Company Limited,
Thanachart Bank Public Company Limited, Bank of Ayudhya Public Company Limited, Export-Import
Bank of Thailand, ICBC (Thai) Public Company Limited and other financial institutes that are prepared to
provide support to the Company. Additionally, funds are also raised by other means such as capital increase,
issuance of financial instruments, infrastructure fund-raising, issue and sale of debentures, etc. If the
Company has a need to increase its capital, the Company is required to obtain approval for capital increase
from a meeting of the Board of Directors’ and a meeting of shareholders.
5. Legal Disputes
As of 31 December 2018, the Company does not have any legal disputes and does not have any
ongoing legal cases demanding damages on the Company’s assets and performance.
6. General Information
1. Company Information บริษทั ซุปเปอร์ เอนเนอร์ยี คอร์เปอเรชนั จาํ กดั (มหาชน)
Thai Company Name:
English Company Name: SUPER ENERGY CORPORATION PUBLIC COMPANY
LIMITED
Abbreviated Stock Exchange Name: “SUPER”
Company Registration No.: 0107547000958
Registered Capital: 3,281,935,872.80 baht
Paid Registered Capital: 2,734,946,560.70 baht
Business Type: 1. SUPER provides solar power plant operation and maintenance services.
Furthermore, the Company provides consultation about the alternative energy
business, e.g., solar energy, waste energy and wind energy.
2. The Company operates business to produce and distribute electricity from
alternative energy power plants and related business.
3. Information and communications technology businesses.
Main Office Address: 223/61, Floor 14, Country Complex, Building A, Ordnance Road, South Bang Na,
Bang Na, Bangkok, 10260.
Home Page www.supercorp.co.th
Telephone: (662) 361-5599
Facsimile: (662) 361-5036
2. Security Registrar:
The Securities Depository of Thailand Company Limited.
Main Office Address: 62 Ratchadaphisek Road, Floor 4 and Floor 7,
Klong Toei, Klong Toei, Bangkok, 10110
Telephone (662) 229-2800 Facsimile: (662) 832-4994-5
3. Company Auditor:
Mr. Chawala Thianprasertkit, Licensed Auditor No. 4301,
Deloitte Touche Tohmatsu Chaiyot Auditing Company Limited,
11/1 AIA Building, Sathorn Tower, Floors 22–27, St. Louis 3 (Sathorn 11), South
Sathorn Road, Yannawa, Sathorn, Bangkok 10120.
Telephone: (662)-034-0000 Facsimile: (662)-034-0100
www.deloitte.com
7. Asset and Shareholder Information
7.1Amount of Registered and Paid Up Capital as of 28 February 2019
The Company’s Registered Capital: 3,281,935,872.80 Baht
Divided into Ordinary Shares (at 0.10 baht par value): 32,819,358,728 Shares
Registered and Paid Up Capital: 2,734,946,560.70 Baht
Divided into Ordinary Shares (at 0.10 baht par value): 27,349,465,607 Shares
7.2Shareholders
7.2.1 Major Shareholders 1
The Company uses a dispersed shareholding structure for major investors, institution investors, foreign
investors and even minor investors to create liquidity in the Company’s purchase and sale of shares which
will benefit shareholders on the date of book closure suspending share transfers as of 28 February 2019. The
Company’s share dispersion is categorized by investor type as follows:
Investor Type No. of Shares Ratio (%)
Major Investors
(Holding Over 0.5 Percent of All 15,496,335,130 56.66%
Shares)
Minor Investors 11,242,662,271 41.11%
Foreign Investors 453,782,078 1.66%
Institution and Juristic Investors 156,686,128 0.57%
Total No. of Shares 27,349,465,607
The list showing the top ten shareholders according to the list of aforementioned shareholders is as
follows:
No. Name No. of Shares %
1. Suwinthawong Gold Assets Company Limited 2
2. Mr. Chomsap Lochaya Group6 5,471,494,736 20.01
Mr. Chomsap Lochaya 4,785,505,523 17.50
Advance Asset Management Service 354,023,754 1.29
Company Limited
Mr. Chomsap Lochaya Group Total 5,139,529,277 18.79
3. Thai NVDR Company Limited 756,301,190 2.77
4. Mr. Kunlatheep Phichitsing 694,001,000 2.54
5. BANK OF SINGAPORE LIMITED 546,222,241 2.00
6. Mr. Chatupon Kriangchaiyakitchakul 380,000,000 1.39
7. SOUTH EAST ASIA UK (TYPE C) NOMINEES 313,321,200 1.15
LIMITED
No. Name No. of Shares %
8. Mr. Pornprom Promvanich
9. Mr. Seri Tanchukiat 252,865,100 0.92
10. Mrs. Thitipon Iamsitthiphan
Total 1–10 235,557,400 0.86
Other Shareholders
Total 231,178,800 0.85
14,020,470,944 51.26
13,328,994,663 48.74
27,349,465,607 100.00
Remarks:
1. The disclosure of the aforementioned information in this document is to illustrate the family
relationships of shareholders without being considered as disclosure of connected shareholders’
information pursuant to Section 258 in any manner whatsoever.
2. A total of 99.99 percent of the shares of Suwinthawong Gold Assets Company Limited are held by
New Harbour Ville Company Limited. M.R. Sassichutapa Worawan is the major shareholder of New
Harbour Ville Company Limited holding 99 percent of all issued and paid up shares.
3. Mr. Chomsap Lochaya and Advance Asset Management Service Company Limited (Mr. Chomsap
holds 99.99 percent of shares in Lochaya Legal Consultant Office Company Limited, and Lochaya
Legal Consultant Office Company Limited holds 99.99 percent of shares in Meechai Thailand Legal
Consultant Office Company Limited, and Meechai Thailand Legal Consultant Office Company
Limited holds 99.99 percent of shares in Advance Asset Management Service Company Limited).
7.2.2 Information of Shareholders in Subsidiaries
(1) Super Energy Group Company Limited (“SUPER ENERGY”)
No. Shareholder Name No. of Share Ratio
Shares (%)
SUPER ENERGY is a Super Energy 99,999,997 100.00
subsidiary that mainly operates in 1 Corporation Public
the investment and development of
alternative energy power plants, Co., Ltd.
especially solar energy, wind
energy and waste energy. The Mr. Chomsap Lochaya 1 Less than
Company holds 100 percent of the 2 0.01
aforementioned company’s shares.
Miss Warinsap 1 Less than
List and Ratios of 3 0.01
Shareholders of Super
Energy Group Company Chaisankha
Limited as of 31
December 2016 4 Mr. Thassanai Suthat 1 Less than
Na Ayutthaya 0.01
Total 100,000,000 100.00
(2) Super Solar Energy Group Company Limited (“SSE”)
SSE is a subsidiary that No. Shareholder Name No. of Share Ratio
mainly operates in the investment Shares (%)
and development of solar power
plants (solar energy). The 1 Super Energy Group 99,999,998 100.00
Company holds 100 percent of the Company Limited
aforementioned company’s shares
through SUPER ENERGY, which 2 Mr. Chomsap Lochaya 1 Less than
is a Company subsidiary.List and 0.01
Ratios of Shareholders of Super
Solar Energy Group Company 3 Lochaya Legal 1 Less than
Limited as of 31 December 2016 Consultant Office 0.01
Company Limited
Total 100,000,000 100.00
(3) Lemon Gold Farm Company Limited (“LEMON”)
LEMON is a subsidiary that No. Shareholder Name No. of Share Ratio
mainly operates in the investment and 1 Shares (%)
development of wind power plants (wind 2
energy). The Company holds 76 percent 3 Super Energy Group 7,600 76.00
of the aforementioned company’s shares Company Limited
through SUPER ENERGY, which is a
Company subsidiary. List and Ratios of Miss Wissana 2,399 23.99
Shareholders of Lemon Gold Farm Assawasopon
Company Limited as of 31 December
2016. Mr. Chomsap Lochaya Less than
1 0.01
Total 10,000 100.00
(4) Super Wind Energy Company Limited (“SUPER WIND”)
SUPER WIND is a subsidiary No. Shareholder Name No. of Share Ratio
that mainly operates in the investment Shares (%)
and development of wind power plants Super Energy Group
(wind energy). The Company holds 100 1 9,998 100.00
percent of the aforementioned company’s
shares through SUPER ENERGY, which Company Limited 1 Less than
is a Company subsidiary. List and Ratios Lochaya Legal 0.01
of Shareholders of Super Wind Energy Consultant Office 1
Company Limited as of 31 December 2 Company Limited 10,000 Less than
2018. 0.01
3 Mr. Chomsap Lochaya
100.00
Total
(5) Super Earth Energy Company Limited (“SUPER EARTH”)
SUPER EARTH is a subsidiary No. Shareholder Name No. of Share Ratio
that mainly operates in the investment Shares (%)
and development of waste power plants Super Energy Group
(waste energy). The Company holds 100 1 9,999,998 100.00
percent of the aforementioned company’s
shares through SUPER ENERGY, which Company Limited Less than
is a Company subsidiary. List and Ratios 1 0.01
of Shareholders of Super Earth Energy 2 Mr. Chomsap Lochaya
Company Limited as of 31 December Miss Wanida Less than
2016 1 0.01
3 Machimanon
Total 10,000,000 100.00
(6) Open Technology Public Company Limited (“OPEN”)
No. Shareholder Name No. of Share Ratio
Shares (%)
Super Energy
1 Corporation Public Co., 30,499,994 76.25
Ltd.
Miss Chutima 9,500,000 23.75
2 Laochinda
IT E-Commerce 1 Less than
3 Company Limited 0.01
Miss Warinthip Less than
4 Chaisankha 1 0.01
Miss Krokkamon Less than
5 Luangwiran 1 0.01
OPEN is a subsidiary that operates Miss Apissara Sa-ad Less than
an information and communications 6 1 0.01
technology business. The Company holds
76.25 percent of the aforementioned Miss Khemjira Less than
company’s shares. List and Ratios of 7 Suthonpatikul 1 0.01
Shareholders of Open Technology Public
Company Limited as of 31 December Mrs. Pissamai Bokkaew Less than
2016 8 1 0.01
Total 40,000,000 100.00
7.3Dividend Payment Policy
The Company and subsidiaries have a policy to pay at least 50 percent of business-specific profits as
dividends to shareholder in each accounting period subsequent to all financial reserve deductions as
stipulated by Company regulations and in compliance with the law, provided that no other necessity arise
and that dividend payment does not significantly impact the normal operations of the Company and
subsidiaries, as deemed appropriate or fitting by the Board of Directors of the Company and subsidiaries.
Moreover, the aforementioned activities must be for the maximum benefit of shareholders. Therefore,
resolutions passed by the Board of Directors of the Company and subsidiaries must be presented for approval
at meetings of Company and subsidiary shareholders. One exception in the aforementioned activities is inter-
period dividend payment; in such cases, the Company Board of Directors has the authority to pass approval
and then report to the following meeting of shareholders.
Nonetheless, dividend payments depend on investment plans, necessity and other suitabilities in the
future. Consideration has to be given to the maximum benefits for shareholders and payments must comply
with company policies.
8. Management Structure
8.1 Company Board of Directors
8.1.1 Board of Directors of Superblock Public Company Limited
The Company’s administrative structure includes the Board of Directors, the Risk Management
Committee and executives. The Company Board of Directors is composed of executive directors and non-
executive directors and at least one out of three directors must be independent directors.
There are 7 members in the Board of Directors as follows:
Executive Director: 1 director
Executive Director from a Subsidiary: 1 director
Audit Directors: 3 director
Independent Directors: 2 director
Accordingly, audit directors account for 70 percent of the entire Board of Directors. Therefore, it is
certain that the Board of Directors will perform duties independently free of direction and make decisions
effectively.
As of 31 December 2016, the Company has 7 directors composed of the following
Attendance at Board of Directors’ Meetings
in 2018
List of Directors Position Audit Board of Risk
Committee Directors Management
Committee
No. of No. of No. of
Meetings / Meetings / Meetings /
No. of No. of No. of
Attendance Attendance Attendance
1. Mr. Chomsap Lochaya Chairman of the Board and - 11/11 4/4
Managing Director (Acting)
2. Mr. Kamthorn Vice Chairman of the Board, 6/6 11/11 -
Udomrittiruj Chairman of the Audit
Committee and Independent
Director
3. Miss Wanida Director 6/6 11/11 -
Machimanon
4.Miss Traithip Director, Vice Chairman of 6/2 11/5 -
Siwakritsakun the Audit Committee and
Independent Director
5. Pol. Lt. Gen. Piya Director - 11/8 4/4
Sontrakun
6. Miss Sansiri Director - 11/7 4/2
Chaicharoenphat
7. Miss Warinthip Director - 11/11 -
Chaisankha
Remarks:
1. Director(s) with Signatory Authority on Each Committee:
Audit Committee: Mr. Kamthorn Udomrittiruj
Board of Directors: Mr. Chomsap Lochaya (Signature and Company seal.)
Risk Management Committee: Pol. Lt. Gen. Piya Sontrakun
2. Miss Traithip Siwakritsakun, Pol. Lt. Gen. Piya Sontrakun and Miss Sansiri Chaicharoenphat were
appointed as Company directors on 9 May 2018. After the appointment, the Company held four Audit
Committee meetings, nine Board of Directors meetings and four Risk Management Committee meetings.
8.2 Subsidiaries’ Boards of Directors
8.2.1 Board of Directors of Super Energy Group Company Limited (“SUPER ENERGY”)
Because SUPER ENERGY is a Name Position
subsidiary that mainly operates in the investment
and development of alternative energy power plants, 1. Mr. Chomsap Lochaya Director
especially solar farms, wind energy and waste
energy, the Company Board of Directors has 2. Miss Wanida Machimanon Director
assigned Company directors and executives to
assume position as directors in SUPER ENERGY in 3. Miss Warinthip Chaisankha Director
order to provide close monitoring and supervision
of activities. As of 31 December 2016, SUPER Director(s) with Signatory Authority: Mr. Chomsap
ENERGY has four directors composed of the Lochaya in signing and affixing company seal.
following
8.2.2 Board of Directors of Super Solar Energy Company Limited (“SSE”)
Name Position
1. Mr. Chomsap Lochaya Director
SSE is a subsidiary that mainly operates in 2. Mr. Akhom Manakaew Director
the investment and development of solar power
plants (solar farms). Therefore, the Company Board 3. Mr. Chappamon Director
of Directors has assigned Company directors and Chantharapongpan
executives to assume position as directors in SSE in
order to provide close monitoring and supervision Director(s) with Signatory Authority: Mr. Chomsap
of activities. As of 31 December 2016, SSE has one Lochaya in signing and affixing company seal
director composed of the following:
or Mr. Akhom Manakaew jointly with Mr.
Chappamon Chantharapongpan in signing and
affixing company seal.
8.2.3 Board of Directors of Lemon Gold Farm Company Limited (“LEMON”)
LEMON is a subsidiary that mainly operates Name Position
in the investment and development of wind farms
(wind energy). Therefore, the Company Board of 1. Mr. Chomsap Lochaya Director
Directors has assigned Company directors and
executives to assume position as directors in 2. Mr. Wallop Suwannawech Director
LEMON in order to provide close monitoring and
supervision of activities. As of 31 December 2016, 3. Miss Warinthip Director
SSE has three directors composed of the following: Chaisankha
Director(s) with Signatory Authority: Mr. Chomsap
Lochaya in signing and affixing company seal or Mr.
Wallop Suwannawech jointly with Miss Warinthip
Chaisankha in signing and affixing company seal.
8.2.4 Super Wind Energy Company Limited (“SUPER WIND”)
SUPER WIND is a subsidiary that mainly Name Position
operates in the investment and development of wind
farms (wind energy). Therefore, the Company 1. Mr. Chomsap Lochaya Director
Board of Directors has assigned Company directors
and executives to assume position as directors in 2. Mr. Akhom Manakaew Director
SUPER WIND in order to provide close monitoring
and supervision of activities. As of 31 December 3. Mr. Chappamon Director
2018, SUPER WIND has three directors composed Chantharapongpan
of the following:
Director(s) with Signatory Authority: Mr. Chomsap
Lochaya in signing and affixing company seal or Mr.
Akhom Manakaew jointly with Mr. Chappamon
Chantharapongpan in signing and affixing company
seal.
8.2.5 Board of Directors of Super Earth Energy Company Limited (“SUPER EARTH”)
Name Position
1. Mr. Chomsap Lochaya Director
2. Miss Wanida Director
Machimanon
3. Miss Warinthip Director
Chaisankha
Director(s) with Signatory Authority:
Mr. Chomsap Lochaya in signing and affixing
SUPER EARTH is a subsidiary that mainly company seal
operates in the investment and development of
waste power plants (waste energy). Therefore, the Company Board of Directors has assigned Company
directors and executives to assume position as directors in SSE in order to provide close monitoring and
supervision of activities. As of 31 December 2016, SSE has three director composed of the following:
8.2.6 Board of Directors of Open Technology Public Company Limited (“OPEN”)
OPEN is a subsidiary that operates an Name Position
information and communications technology 1. Mr. Chomsap Lochaya
business. Therefore, the Company Board of 2. Miss Wanida Chairman of the Board
Directors has assigned Company directors and Machimanon
executives to assume position as directors in OPEN Vice Chairman of the
in order to provide close monitoring and supervision 3. Mrs. Theerawadee Board and Chairman of
of activities. As of 31 December 2016, OPEN has a Seniset the Audit Committee
total of five directors composed of the following:
Director and Vice
Chairman of the Audit
Committee
4. Miss Warinthip Director
Chaisankha
5. Miss Somsuk Director
Tangsathittham
Director(s) with Signatory Authority of OPEN: Either
Miss Warinthip Chaisankha or Mrs. Somsuk
Tangsathittham jointly with Mr. Chomsap Lochaya in
signing and affixing company seal.
8.3 Executives
8.3.1 Management Structure of SUPER as of 31 December 2016
Board of Director
Board of Directors Chairman of the Board Audit Committee
Mr. Chomsap Lochaya Mr. Chomsap Lochaya
Mr. Kamthorn Udomrittiruj Internal Audit
Miss Wanida Machimanon Managing Director
Miss Warinthip Chaisankha Mr. Chomsap Lochaya Risk Management
Mr. Piya Sontrakun Committee
Miss Traithip Siwakritsakun (Acting)
Miss Sansiri Chaicharoenphat
Assistant Managing Director
Miss Rungnapha
Chandenduang
Operation Director Accounting/Financial Personnel Manager
Mr. Phumanan Sirithanakorn Manager Mr. Aphicha Siphinit
Miss Phatchamon Chaiphan
Project Manager Procurement Manager
Mr. Chaturon U-pet Mr. Akhom Manakaew
Mr. Phongsakon (Acting)
Saenghongsa
As of 31 December 2016, the Company has four executives as follows
Executive Name Position
1. Mr. Chomsap Lochaya Managing Director (Acting)
Executive Name Position
Assistant Managing Director
2.Miss Rungnapha Operation Director
Chandenduang Personnel Manager
3. Mr. Phumanan
Sirithanakorn
4.Mr. Aphicha Siphinit
Authority and Responsibilities of the Managing Director
1. Take responsibility for the overall management of the Company in line with the Board
of Directors’ policies.
2. Create vision and specify mission to set the organization’s guidelines for long-term
activities and development.
3. Take responsibility for business performance and comprehensive business development
to ensure appropriate economic remunerations comparable to other businesses in the
same industry in the long-term.
4. Develop the Company to operate business with ethics in compliance with the law and
good morals and ethics.
The aforementioned authority and responsibilities of the Managing Director does not include
authorization of connected transactions between the Company and himself or other persons that might have
conflicts of interest or stakeholders.
The Managing Director has the authority and responsibility to conduct transactions that create
expenses or obligations to the Company as follows:
Amount (Million Baht) Authorized Person(s)
1–20 Managing Director
11–50 Managing Director and an independent
Greater than 50 director.
Submit a proposal to the Board of Directors.
8.3.2 Management Structure of SUPER ENERGY as of 31 December 2018
Board of Directors
Board of Directors Chairman of the Board Internal Audit
Mr. Chomsap Lochaya Mr. Chomsap Lochaya
Miss Wanida Machimanon Personnel Manager
Miss Warinthip Chaisankha Managing Director Mr. Aphicha Siphinit
Mr. Akhom Manakaew
(Acting)
(Acting)
Project Manager Accounting/Financial
Mr. Kritsana Phaetnimit Manager
(Acting) Miss Anyarin Eksiriwirat
8.3.3 Management Structure of SSE as of 31 December 2018
Chairman of the Board
Mr. Chomsap Lochaya
Chairman of the Board
Mr. Chomsap Lochaya
Board of Directors Internal Audit
Chairman of the Board
Mr. Chomsap Lochaya
Managing Director
Mr. Akhom Manakaew
Assistant Managing Director Assistant Managing Director
Mr. Chappamon Miss Rungnapha Chandenduang
Chantharapongpan
(Acting)
Operation Manager Operation Manager Accounting/Financial Personnel Manager
Khun Nattha Panchawon Mr. Theerasut Manager Mr. Aphicha Siphinit
Supphathamkit
Miss Anyarin Eksiriwirat (Acting)
Engineering/Construction Procurement Manager
Manager Mr. Wisitsak
Charoensuk
Mr. Wanchai Surachatmerin
8.3.4 Management Structure of OPEN as of 31 December 2018
Board of Directors Audit Committee
Internal Audit
Chairman of the Board
Mr. Chomsap Lochaya
Senior Vice President Sale Senior Vice President Property Management Chief Financial Officer
Division Client Services &
Division Miss Warinthip
Miss Somsuk Outsourcing Division
Tangsathittham Miss Somsuk Miss Chanya Khongman Chaisankha
Tangsathittham
8.4Company Secretary
The Board of Directors’ meeting of Superblock Public Company Limited No. 4/2551 on 13 August
2008 passed a resolution for the appointment of Meechai Thailand Legal Consultant Office Company
Limited as the Company’s secretary, effective as of 13 August 2008 and onward, in order to ensure that the
Company’s management complies with the stipulations of Section 89/15 and Section 89/16 of the Securities
and Exchange Act (No. 4), B.E. 2551 (2008 A.D.). The qualifications of the Company’s secretary are shown
in Appendix No. 1.
8.5Remunerations for Directors and Executives
8.5.1 Remunerations for Company Directors
At the general meeting of shareholders of 2018 on 27 April 2018, a resolution was passed to approve
the payment of remunerations to each board/committee as follows:
- Board of Directors’ Meeting, Audit Committee Meeting and Risk Management Committee
Attendance Fees
Position Board of Directors Audit Committee Risk Management
Committee
Meeting Attendance Meeting Attendance Meeting
Attendance Fee
Fee (Baht/Time) Fee (Baht/Time)
(Baht/Time)
Company Chairman 30,000 31,000 31,000
Vice Chairman 20,000 21,000 21,000
Director 15,000 11,000 11,000
For the year 2018, the Company has paid remunerations to directors as meeting attendance fees
according to the following information:
Remuneration (Baht) Meeting Attendance Fee Other
(Baht) Meeting
Attendan
ce Fee
Name Position Risk Aud Risk
Board it Managem
Board Co ent
of Audit Managem
of mm Committe
Direct ittee e
ors Comm ent
Director
ittee Committe
s
e
1. Mr. Chomsap Company Chairman, - - - 300,000 44,000 75,000
Lochaya Executive Director of the
Risk Management
Committee
and Managing Director
(Acting)
2. Mr. Kamthorn Vice Chairman,
Udomrittiruj Chairman of the Audit 240,00 320,00 - 200,000 155,0 --
Committee and 00 00
Independent Director
3. Miss Wanida Director
Machimanon Chairman of the Audit 240,00 240,00 65,0
- 150,000
00 00 - -
Committee and
Independent Director
4.Miss Traithip Director, Vice 240,00 240,00 42,0
Chairman of the Audit 00 - 60,000 - -
00
Siwakritsakun
Committee and
Remuneration (Baht) Meeting Attendance Fee Other
(Baht) Meeting
Attendan
ce Fee
Name Position Risk Aud Risk
Board it Managem
Board Co ent
of Audit Managem
of mm Committe
Direct ittee e
ors Comm ent
Director
ittee Committe
s
e
Independent Director
5. Pol. Lt. Gen. Chairman of the Risk 320,00 124,00 -
Piya Sontrakun 240,00 - 120,000 -
Management Committee, 0 0
0
Director
6. Miss Sansiri Director, Vice Chairman 240,00 240,00 -
Chaicharoenphat of the Risk Management 0 - 105,000
Committee - 42,000
0
7. Miss Warinthip Director -
Chaisankha - - - 150,000 - -
Total 1,200,00 800,00 560,00 1,085,00 262,0 210,00 75,000
0 00 0 00 0
Remarks:
1. The Board of Directors willingly forfeited meeting attendance fees in order to save the Company’s
expenses as follows:
Mr. Chomsap Lochaya attended one Board of Directors meeting.
Mr. Kamthorn Udomrittiruj attended one Board of Directors meeting.
Miss Wanida Machimanon attended one Board of Directors meeting and one Audit Committee
meeting.
Miss Warinthip Chaisankha attended one Board of Directors meeting.
Mrs. Traithip Siwakritsakun attended one Board of Directors meeting.
2. Other Meeting Attendance Fees includes attendance fees for Board of Directors meetings or other
committee meetings attended by Mr. Chomsap Lochaya.
3. OPEN, which is a subsidiary of the Company, holds a policy to refrain from paying meeting
attendance fees and other remunerations to directors. Every director consented and forfeited their
meeting attendance fees in order to decrease OPEN’s expenses, because the Company is in the process
of expanding its work and increasing its liquidity.
8.5.2 Remunerations for Company Executives in 2018
- The Company and subsidiaries paid renumerations to executives as follows:
Company Energy IT Subsidiaries
Subsidiaries
7 Executives 24 Executives 5 Executives
Total Sum Total Sum Total Sum
(Million (Million Baht) (Million
Baht) Baht)
Salaries 15.03 37.40 12.47
Bonuses 2.49 5.38 1.42
Other remunerations such as travel 0.34 0.18 -
expenses.
Total 17.86 42.91 13.89
Other Remunerations
- Company
The Company and employees have jointly registered the establishment of a fund in accordance with
the Provident Fund Act, B.E. 2530 (1987 A.D.). The Company pays two percent of salaries as
reimbursement into the fund. At present, the provident fund is managed by Kasikorn Asset Management
Company Limited, and payments are made to employees upon resignation in accordance with the fund’s
regulations.
- Subsidiaries
Open Technology Public Company Limited
The Company and employees have jointly registered the establishment of a fund in accordance with
the Provident Fund Act, B.E. 2530 (1987 A.D.). Employees pay savings, and the Company additionally pays
two percent of salaries as reimbursement into the fund. At present, the provident fund is managed by
Kasikorn Asset Management Company Limited, and payments are made to employees upon resignation in
accordance with the fund’s regulations.
8.6Personnel
8.6.1 Total No. of Employees
The total number of remunerated employees (including directors and executives but not independent
directors) of the Company and subsidiaries as of 31 December 2018 by work branches is as follows:
Company Energy Subsidiaries IT Subsidiaries
Work Branch No. of Employees No. of Employees No. of Employees
1. Executive (People) (People) (People)
2. Accounting and Finance
3. Operation 7 24 5
42 12 4
5 110 131
Company Energy Subsidiaries IT Subsidiaries
Work Branch No. of Employees No. of Employees No. of Employees
(People) (People) (People)
4. Personnel and Administration 17 0 11
Total 71 146 151
The Company and employees have jointly registered the establishment of a fund in accordance with
the Provident Fund Act, B.E. 2530 (1987 A.D.). Employees pay savings, and the Company additionally pays
two percent of salaries as reimbursement into the fund. At present, the provident fund is managed by
Kasikorn Asset Management Company Limited, and payments are made to employees upon resignation in
accordance with the fund’s regulations.
8.6.2 Significant Labor Disputes over the Past Three Years (2016–2018)
The Company and subsidiaries did not experience any significant labor dispute over the past three
years.
8.6.3 Overall Remunerations and Characteristics of Remunerations to Employees
The Company pays overall employee remunerations in the form of salaries, broker’s fees, overtime
fees, allowances, diligence fees, bonuses, group insurance, training fees, social security, compensation fund,
provident fund and other benefits. Details for the year ending on 31 December 2018 are as follows:
Company Energy IT Subsidiaries
Subsidiaries
Type of Remuneration (Million (Million Baht) (Million Baht)
Salaries Baht)
18.57 39.44 58.76
Company Energy IT Subsidiaries
Subsidiaries
Type of Remuneration (Million (Million Baht) (Million Baht)
Baht)
Bonuses
Other remunerations such as benefits, 2.55 5.49 3.96
travel expenses, etc.
4.50
Total 2.76 1.85
23.88 46.78 67.22
8.6.4 Personnel Development Policy
- Super Energy Corporation Public Co., Ltd. and/or Group Companies
The Board of Directors gives importance the development of personnel, who are valuable resources of
the Company. Furthermore, the Board of Directors realizes that personnel development is highly essential in
improving the ability of the Company to compete with other companies. Thus, the Company places focus on
managing available resources with emphasis on building and developing personnel to possess knowledge,
work skills and good abilities and attitudes in addition to promotion of quality career advancement. The
Company’s methods for selecting, developing and retaining its employees are as follows:
1. The Company recruits employees through employment service providers. Considerations are
based on institution of graduation academic achievements and experience. Furthermore, the
Company has policy stipulating for supervisors to conduct regular performance evaluations
throughout the entire probationary duration of new employees in order to guarantee that the
Company has set in place procedures for accepting effective employees as a part of the
Company’s success.
2. The Company assigns employees and executives to complete business-related training courses
such as training courses on changes/new accounting practices, tax courses and sales
management courses. Employees and executives are given opportunities to continuously
develop their knowledge and remain current in order to create long-term benefits for the
Company and shareholders.
3. The Company has a policy to retain personnel by giving opportunities for employees to
demonstrate their abilities in order to receive promotions based on their abilities. Additionally,
the Company has a policy to pay salaries based on employee abilities, and employees are
provided opportunities to receive salaries that they believe they deserve based on their
abilities.
- Open Technology Public Company, Subsidiary
For the transition into Thailand 4.0, human resource management is extremely important for keeping
up with technology and keeping up with changes in the recruitment, training and retention of quality
personnel. In order to conduct business, OPEN needs personnel who are skilled and specialize in various
technologies. Furthermore, the Company needs to add to the knowledge and skills of its personnel so as to
keep up with the changing customer service technologies. The Company gives importance to the human
resource and personnel training departments which will prepare the Company’s personnel for technological
changes, starting from personnel recruitment and continuous training for both inside and outside the
organization.
9. Corporate Governance
9.1Corporate Governance Policy
The Company gives importance to the assurance and confidence of shareholders, investors,
stakeholders and people involved with the company and demonstrates it through a good corporate
governance policy. The Company adheres to relationship and regulation principles that create transparency
and responsibility of committees, executives, employees, customers, society and all stakeholders. In
addition, in 2018 the Company started adapting the eight principles of the Corporate Governance Code for
Listed Companies 2017 (CG Code) issued by the Securities and Exchange Commission to suit its businesses.
The aforementioned principles gives importance to the roles of the Board of Directors which is the leader or
the highest body of authority that will lead the Company to achieve its goals and enable the stable and
sustainable growth of businesses.The Company has adapted the following principles for implementation:
Principle 1
The Company has made a policy and corporate governance structure for the Company’s group to
create understanding of the Board of Directors’ leadership role and to achieve sustainable value creation by
having committees and executives in each line of work and creating understanding in the principles and
major responsibilities. The Company will review, monitor and evaluate the suitability of changing
circumstances. Significant guidelines are the following:
- Create understanding in the the Company and it subsidiaries’ rules, regulations and practices.
- Create understanding in the Company and its subsidiaries’ roles, scope of responsibilities and status.
- Create an administrative structure to facilitate efficient operations suitable for the Company and its
subsidiaries.
- Create a work system for the maximum benefit of the Company and to ensure that the Company’s
business operations are in line with its objectives.
- The Board of Directors perform executive duties with responsibility, caution, loyalty and
independence as good leaders and have responsibilities toward all Company employees, customers
and stakeholders.
Principle 2
The Company has set business policies, objectives and goals consistent with its short-term, mid-term
and long-term business operations to allow the Company to consistently maintain its operation results and to
create awareness and communication for committees, executives, employees and people involved for all
parties to coordinate in leading the company to effectively achieve its goals as follows:
- Establish vision, mission and main goals.
- Establish strategies and guidelines.
Principle 3
The Company has established committee and subcommittee structures according to the qualifications,
expertise in occupational fields, knowledge, skills, experience and suitability for the Company. In addition,
the Company has enabled the committees to perform their duties efficiently, promoting good organizational
culture and independence of chairmen from the administrative department as follows:
- Necessary subcommittees and their duties have been clearly established for the supervision and
control of operations to be in line with Company policies.
- Recruitment and appointment of directors are supervised for transparency and renumerations and
responsibilities are clearly established.
- Mechanisms are created to encourage committees to gain understanding about their roles and
responsibilities and to commit enough of their time to performing their duties.
Principle 4
The Company recruits skilled and knowledgable personnel to manage work in line with the direction
of Company policies and to perform duties properly, supervise the renumeration structure and monitor the
proper management of human resources to allow sustainable growth as follows:
- The Company has established a plan for the development of high-level executives and a training plan
for enhancing skills and knowledge for implementation in the Company.
- The number of employees in the Company is sufficient and consistent with its direction and
strategies and fair work operation is promoted.
- The Company has established a corporate governance structure with a scope of duties and
responsibilities to facilitate efficiency in work performance.
Principle 5
The Company gives importance to new innovations that will benefit the Company, promotes
innovation and responsible business operation, has innovations that create mutual values, creates plans from
established strategies and implements technologies properly, whether to promote operations or create values
for the Company to promote its ability to compete and create benefits together in society as follows:
- The Company promotes ethical work operations and social and environmental accountability.
- The Company respects the rights of all stakeholders and promotes participation for a good
relationship and collaboration with the society.
- The Company makes anti-corruption efforts by raising awareness about actions that create risks for
corruption.
- The Company supervises and monitors the use of resources appreciatively and effectively by
considering all possible impacts.
- The Company promotes common sense and determination in mutual duties and responsibilities.
Principle 6
The Company gives importance to risk management and ensures that good and legal internal control
systems are in place in addition to the management conflicts of interest and complaints. Other than
establishing the Risk Management Committee, the Company has also established a good internal system to
reduce potential risks in the course of operations as follows:
- The Company has established a risk management policy that regularly monitors and evaluates
situations expected to have an impact on changes.
- The Company has established systems for internal control, internal audit, conflict of interest
management and wrongdoing prevention to create credibility in the data system.
- The Company ensures that its operations are carried out with efficiency and transparency and have
effective checks and balances in place.
Principle 7
The Company ensures that a system is in place for the management of financial data in accordance
with accepted rules, standards and regulations. Correct and sufficient information is made public on time bia
easily accessible channels and monitored. Explanations are provided for frequently asked questions.
Financial credibility is maintained and made public. Financial reports are made and the correct information is
made public. Financial liquidity and the ability to repay debts are maintained. Fairness toward debters and
shareholders are considered in accordance with the following principles:
- The Company has put a system in place ensuring that financial reports are made correctly and
credibly and the Company’s liquidity is consistently monitored and maintained at the proper and
sufficient level in business operations.
- The Company has made public the information and explanations of the administrative department via
the stock exchange and Company website.
- The Company keeps information by preserving and protecting inside information and carefully
publishes clear and correct information sufficiently.
- The Company promotes honesty in performing duties.
- The Company creates confidence in its financial status and work performance and maintains it at an
appropriate level.
Principle 8
The Company promotes the participation of all stakeholders and the necessary communication for
investors and interested parties by adhering to principles of equality and promoting the participation and
communication of shareholders to allow shareholders to participate in making major decisions. In addition,
the Company ensures that shareholder meetings are conducted properly and meeting resolutions and
shareholder meeting reports are published properly and completely as follows:
- The Company respects the basic rights of all shareholders equally in allowing shareholders to
exercise their rights to monitor the Company’s operations, whether in meetings or when listening to
questions.
- The Company has established sure and sufficient communication channels for stakeholders and
listens to suggestions and opinions for transparency and has created a participation process for the
Company’s operations.
Therefore, the Board of Directors has considered the implementation of the aforementioned principles
in conjunction with the “Corporate Governance Code for Listed Companies 2012” issued by the Stock
Exchange of Thailand which covers all five principles of the OECD as follows:
1. Rights of Shareholders
The Company has set forth its corporate governance policy with consideration to the rights of its
shareholders to ensure that every shareholder receives their basic entitlements such as share purchase, sale
and transfer; company dividends, sufficient exposure to Company information, shareholder meeting
attendance, independent expression of opinions at meetings and involvement in the key decisions made by
the Company. Accordingly, all shareholders are entitled to cast votes according to the number of shares that
they respectively hold with each share equivalent to one vote. The policy is implemented as follows:
1. Significant news and information that are necessary to shareholders are disseminated regularly
through the Company’s website and news system of the Stock Exchange.
2. Meeting invitation letters specifying meeting dates, times, places and agendas in addition to
related documents are delivered to shareholders in full. These cover maps to meeting venues,
information about each meeting agenda, annual reports, power of attorney forms and information
about independent directors to allow shareholders to choose proxies to attend meetings on their
behalf. Furthermore, meeting invitation letters also specify information about documents that
shareholders may have to present on each meeting date, in addition to the Company’s
regulations in parts pertaining to each respective meeting. In doing so, the Company will deliver
meeting invitation letters within the timeframe stipulated by laws or related notifications.
3. Prior to the commencement of each meeting, the Chairman will announce the number/ratio of
shareholders in attendance, covering both those who are present in person and by proxy. Then
the Chairman will explain how votes are casted and counted. Votes are counted by a vote-
counting committee consisting of independent directors, auditors and staff of the Company in
order to ensure that votes are counted transparently. In addition, the voting results of every
agenda are presented to the meeting.
4. Opportunities are provided for shareholders to participate during every meeting. Shareholders
can make inquiries about any issue of which they have doubts and can express additional
comments and opinions before the voting and conclusion of each meeting agenda. Directors and
executive directors who hold positions covering specific areas will provide explanations and
answer any inquiries made by shareholders.
5. Shareholders are entitled to participate in meetings subsequent to their commencement and cast
votes in ongoing agendas for which resolutions have not yet been reached.
6. Directors are assigned to attend every meeting of shareholders to permit shareholders to make
any inquiries about relevant issues.
7. Activities are to be carried out effectively in order to create sustainable growth for the
organization and provide appropriate remunerations to shareholders.
Furthermore, the Board of Directors deems shareholder meetings important and respects the rights of
every shareholder to comply with legal requirements, and the Management is assigned to strictly provide
equal treatment to every shareholder.
In 2018, the Company held a general meeting of shareholders on 27 April 2018. The meeting was
chaired by Mr. Chomsap Lochaya, Chairman of the Board, and the following directors were in attendance:
1. Mr. Kamthorn Udomrittiruj Vice Chairman and Chairman of the Audit Committee
2. Miss Wanida Machimanon Director and Vice Chairman of the Audit Committee
3. Miss Warinthip Chaisankha Director
At every shareholder meeting, the Company appoints Thailand Securities Depository Company
Limited, which is the Company’s share registrar, to send out meeting invitation letters containing
information covering meeting agendas and other information to sufficiently aid decision making to every
shareholder whose name appears in the Company’s registration book of shareholders as of the date of book
closure (XM) by at least seven days in advance of meetings. In addition, an announcement is made in daily
newspapers for at least three consecutive days prior to each meeting date to provide sufficient time for
shareholders to study meeting agendas and information.
2. Equal Treatment of Shareholders
For shareholders who are unable to personally attend meetings, the Company provides various power
of attorney forms in addition to meeting invitation letters to allow shareholders to grant power of attorney to
proxies. The Company also proposes for power of attorney to be granted to an independent director to attend
meetings on their behalf.
As for measures to protect internal information, the Board of Directors has instructed executives
consisting of the Board of Directors and executives and persons holding the highest accounting and financial
positions and every related personnel to sign in acknowledgement of internal data management measures.
Furthermore, the Board of Directors has stipulated for directors and executives to report changes in asset
ownership to the Office of the Securities and Exchange Commission pursuant to Section 59 of the Securities
and Exchange Act. Furthermore, prohibitions have been set in place to prevent the use of internal
information obtained from the position of director, executive or employee for personal benefit in the
exchange of Company shares or securities, as disclosed in Page 74 in the clause on management of internal
information. Over the past year, directors and executives have strictly followed the policy, and no cases of
misuse of internal information for personal gains were discovered.
3. Roles of Stakeholders
The Board of Directors gives importance to the rights of all stakeholders. Accordingly, a policy has
been set for the Management to create a system to manage and treat all stakeholders equally in order to foster
cooperation between the Company and every group of stakeholders and create long-term stability in the
Company’s business activities. The policy on looking after the rights of stakeholders is as follows:
1. The Company divides stakeholders into groups consisting of minor shareholders, major
shareholders and investors, institutions, creditors, customers, trade partners,
subsidiaries/joint venture companies and communities and society. The Company is
required to arrange for sufficient communication channels and response to the
requirements of each group.
2. The Company will treat customers and trade partners with appropriate product prices.
Furthermore, the Company will conduct business in a neutral manner as is deemed
appropriate and with primary consideration to the Company’s interests without
unnecessarily taking advantage of customers. Additionally, the Company has a policy to
develop products in accordance with the needs of customers and at appropriate prices
with emphasis placed on on-time product delivery and continuous post-sale consultation
and services.
3. The Company takes into consideration the welfare of Company personnel and does not
take advantage of them through employment contracts. Moreover, remunerations are set
appropriately and consistently to abilities in order to motivate Company personnel in
their work. In addition, training and good work environments are provided with set work
safety and discipline standards and comprehensive care and attention.
4. The Company takes responsibility for society and provides support, assistance and
benefits for communities and society in general. Additionally, the Company has a policy
to continuously create income for and develop communities with plans set in place for
environmental conservation and safety. Particular care is given to environmental impacts
resulting from the Company’s businesses, for which excellent compensation plans are in
place in cases of accidents, and sustainable corrective plans are in place. All of these are
given by the Company in return for acceptance as a part of society in terms of
environment.
4. Disclosure of Information and Transparency
The Board of Directors gives importance to the transparent, accurate and complete disclosure of
information. Moreover, the Company discloses financial information and other significant information
related to the Company such as through financial statements, annual reports, corporate governance policies
and others in accordance with the regulations set in place by the Stock Exchange of Thailand and the SEC
Office in order to ensure access to information by investors and related parties.
Furthermore, the Board of Directors makes it a high priority to manage its relationship with investors.
The Company is in the process of establishing an investor relations agency to directly take responsibility in
equally, accurately, fully and punctually disclosing beneficial information and news to institute investors and
ordinary investors, in addition to shareholders and analysts, including related government agencies. Initially,
the Company will disseminate significant information in Thai and English via the media of the Stock
Exchange (www.set.or.th).
The Board of Directors is responsible for the creation of the Company’s financial reports, which
appear in annual reports. Accordingly, the Board of Directors stipulates for financial statements to be created
in accordance with generally accepted accounting standards in Thailand, using appropriate accounting
policies and with adherence precautions and regular practices. Significant information is sufficiently
disclosed in financial statement annotations. In addition, the Board of Directors has assigned the Audit
Committee to take charge of audits and internal control assessments, and the Audit Committee will also
present opinions about internal control in annual reports.
5. Responsibilities of the Board of Directors
The Board of Directors is composed of competent individuals who play key roles in jointly setting the
Company’s policies with high-ranking executives as well as in making short-term and long-term plans,
including financial policies, risk management and organizational overview. It has a significant part in
independent oversight, evaluation and assessment of the Company’s performance and the performance of
high-ranking executives in ensuring consistency with set plans.
At present, the Board of Directors is composed of seven members, consisting of one executive
director, one executive director from a subsidiary and five non-executive, non-stakeholder independent
directors who do not have relations with major shareholders, are not directors or executives of major
shareholders and are not executives or representatives of major shareholders.
(1) Roles and Responsibilities of the Board of Directors
The Board of Directors in addition to high-ranking executives specify objectives, visions, strategies,
goals and business plans in short-term and long-term activities, including financial policies, risk management
and the Company’s overall image, in order to ensure that executives conduct business effectively and
efficiently. In addition, the Board of Directors also play an important role in supervising, evaluating and
assessing the performance of independent directors with primary consideration to the Company’s and
shareholders’ long-term interests.
The Board of Directors has set in place the Company’s corporate governance policy. The Board of
Directors performs a review of adherence to policy at least once annually. In 2018, policy review and policy
approval resolution took place at the Board of Directors’ meeting No. 1/2561 on 27 February 2018.
The Board of Directors deems ethics to be important with necessary promotion and support to achieve
consistent practice by employees. In this regard, the Board of Directors has specified business ethics as
guidelines for conduct and supports high-ranking executives to conduct themselves well as good role models.
The Board of Directors gives importance to investigating transactions that potentially contain conflict
of interest with connected persons. Management is assigned to take actions in accordance with the
regulations of the Board of Directors on framework on conducting connected transactions with persons with
potential conflict of interest from the resolution of the Board of Directors’ meeting No. 1/2548 on 21 January
2005, which strictly complies with the regulations of the Stock Exchange of Thailand and the Securities and
Exchange Commission.
The Board of Directors gives importance to internal control and audit at both the management and
operations level. Hence, the duties, obligations and operating authority of operators and executives have been
set clearly with oversight on the beneficial use of Company assets and separation of duties between operators
and evaluators and supervisors in order to create appropriate checks and balances. Furthermore, supervisors
and evaluators report directly to the Audit Committee to allow the Audit Committee to inspect every stage of
the Company’s work activities.
The Board of Directors gives great importance to risk management. Hence, a policy has been set for
stringent risk management in business activities to maintain suitable controllable levels of risks. Moreover,
risk prevention and management systems have been set in place as operational guidelines.
(2) Board of Directors’ Meetings
The Board of Directors schedules regular meetings to take place at least once every quarter. Additional
or special meetings might be convened as deemed appropriate. The Company sends meeting invitation letters
seven days in advance of meeting dates with exception to emergency meetings, which will follow Company
regulations. The meeting invitation letters for each occasion are pre-specified with meeting agendas, and
information about each meeting agenda is also sent to give the Board of Directors time to study and make
considerations in advance. Fair consideration is given to the interests of shareholders and stakeholders.
Additionally, opportunities are granted for independent expression of opinions. Sufficient time is allocated in
each agenda to allow thorough and comprehensive discussion and expression of opinions with the Chairman
of the Board supervising the appropriate use of meeting time. Furthermore, the number of attendances of the
Board of Directors is stated in annual reports.
The Management also attends Board of Directors’ meetings to report performance and activities as
well as present issues and beneficial information and comments and acknowledge policies and decisions
made by the Board of Directors in order to ensure timely and effective implementation of policies and work
plans. However, there are exceptions where some meetings are exclusively attended by the Board of
Directors; the purpose of this is to have the independence to express opinions about the Management.
(3) Board of Directors’ Remunerations
In regards to specification of remunerations, the Company does not currently have a sub-committee
for specifying the remunerations of the Board of Directors and executives. However, a process is in place for
appropriate preliminary considerations about remunerations to be made. Information about remunerations
provided in other companies of similar sizes in the same industry is used in addition to basing considerations
on the Company’s performance. Then opinions are expressed at shareholder meetings to make final
decisions.
As for the remunerations of directors, the general meeting of shareholders of 2018 on 27 April 2018
has stipulated directors’ remunerations based on the duties of each director and directors’ remunerations in
the same industry. Accordingly, the remunerations are required to be suitable and sufficient to retain quality
directors in the Company for the greatest benefits of shareholders. Moreover, if any director performs
additional duties to their ordinary duties as director, e.g., audit directors and the Managing Director, the
Company considers additional remunerations for their increased duties. The directors’ remunerations policy
is presented to a meeting of shareholders for approval every year, and the Company discloses its directors’
remunerations in annual reports (Forms 56-1 and 56-2) under Clause 8.5 Remunerations for Directors and
Executives.
As for the renumerations of executives, the general meeting of shareholders No. 1/2547 on 29
September 2004 has authorized the Board of Directors to determine the renumerations of all executives and
the level of renumerations of executives in the industry. In addition, the aforementioned renumerations must
be an incentive for high calibur executives to work at the Company in the long run. The Board of Directors
will consider the appropriateness of the renumerations of executives and the Company discloses its
executives’ remunerations in annual reports (Forms 56-1 and 56-2) under Clause 8.5 Remunerations for
Directors and Executives.
(4) Development of Directors and Executives
The Board of Directors promotes and facilitates training and education for persons involved in the
Company’s business governance such as directors, audit directors, executives and others in order to ensure
continuous improvement of performance. Examples of these include course training provided by the Thai
Institute of Directors, (Thai IOD) and attendances of meetings, seminars and training to exchange opinions,
knowledge and experience that are useful in developing directors and executives.
Every time a change of director occurs, the Company provides beneficial documents and information
about the duties that will be performed by the new director in addition to recommendations about the
Company’s business characteristics and guidelines to the new director.
(5) Recruitment of Company Directors
Any member of the Board of Directors or director can nominate a person to be selected to become a
Company director. The Board of Directors will nominate the aforementioned person to a meeting of
shareholders for consideration of appointment. Shareholders make considerations and choose consistently
with the obligations that the Company or main shareholders have with the nominated person with additional
consideration to promises that the Company has with shareholders.
In some cases, it is necessary to choose directors who are connected to shareholders with significant
stake in the Company due to obligations according to the promise that the aforementioned shareholders are
required to have representatives acting as directors in the Company. However, beyond the aforementioned
cases, persons selected to become directors in the Company are chosen based on the following qualifications:
- Experience
- Knowledge
- Integrity
- Overall understanding of this industry.
(6) Number of Companies in which Each Company Director Can Hold a Position
Company directors can hold position as directors in other companies. However, such directorships in
other companies must not hinder their duties as directors of the Company. In addition, the Company has a
policy to assign directors and executives as directors and executives in subsidiaries in order to provide close
work supervision.
9.2Sub-committees
The Company’s committees are organized into three committees, namely, the Board of Directors, the
Audit Committee and the Risk Management Committee. The details for each committee are as follows:
(1) Board of Directors
The Board of Directors is composed of competent individuals that play key roles in jointly setting the
Company’s policies with high-ranking executives as well as in making short-term and long-term plans,
including financial policies, risk management and organizational overview. It has a significant part in
independent oversight, evaluation and assessment of the Company’s performance and the performance of
high-ranking executives in ensuring consistency with set plans.
At present, the Board of Directors is composed of seven members, consisting of one executive
director, one executive director from a subsidiary and five non-executive, non-stakeholder independent
directors who do not have relations with major shareholders, are not directors or executives of major
shareholders and are not executives or representatives of major shareholders.
Duties and Authority of the Board of Directors
Significant duties and authority of the Board of Directors are summarized as follows:
1. Manage the Company and perform duties in compliance with the law, objectives and
Company regulations, including lawful resolutions of shareholder meetings with honesty,
integrity, caution and preservation of the Company’s interests.
2. Specify the Company’s various regulations.
3. Consider and approve business plans and budgets and monitor activities and performance of
the Management to effectively ensure consistency with set business plans and budgets.
4. Approve balance sheets and profit and loss statements on end dates of accounting periods of
the Company and provide supervision to ensure that financial statements concur with
generally accepted accounting principles.
5. Ensure the occurrence of audits, whether by internal or external auditors, such that their
duties can be carried out effectively.
6. Assign one or several director(s) to perform actions on behalf of the Board of Directors.
7. Appoint other people to operate the Company’s businesses under the control of the Board of
Directors or grant power to the aforementioned people to have the authority to take actions
as deemed appropriate by the Board of Directors within time periods deemed appropriate by
the Board of Directors; additionally, the Board of Directors may revoke, cancel, change or
modify the aforementioned authority.
8. Convene Board of Directors’ meetings and organize and summon shareholder meetings, and
make reports of Board of Directors’ meetings and shareholder meetings.
9. Nominate directors to have the authority to sign and affix Company seal on the Company’s
behalf.
10. Consider and approve the Company’s structure, human resources management policy and
executive development plans, in addition to specifying remunerations and organizing
performance reviews for the Managing Director.
11. Consider and grant consent to cases involving purchase of Company assets by a director or
sales of asset to the Company or business activities with the Company, whether in their own
names or on others’ behalf.
12. Provide opinions about various issues present at shareholder meetings and express
comments in obtaining approval for allocating the Company’s annual net profit as financial
reserves.
13. Consider inter-period dividend payment when the Company generates sufficient
profit and report such occurrences to shareholders at subsequent meetings.
As for considerations of approval of connected transactions involving persons with potential conflict
of interest by the duties and authority of the Board of Directors in Clauses 1 and 2 above, the Board of
Directors, will take action within the framework for conducting connected transactions with persons who
might have conflict of interest in line with the specifications in Clause 9 Corporate Governance under sub-
Clause 9.4 Conflict of Interest.
(2) Audit Committee
The Audit Committee is composed of three independent directors. The committee is to be made up of
at least one-third or three independent directors at all times. Moreover, the qualifications for independent
directors follow the regulations set by the Securities and Exchange Commission.
Three audit directors are qualified persons with foundations and expertise in many occupations. They
possess leadership and vision, and they are just and moral with transparent and flawless work background,
and they possess the ability to express their opinions independently. Moreover, the duties and responsibilities
of the committee have been clearly specified to ensure that duties are performed effectively.
The Audit Committee is in charge of conducting audit of the Company to ensure accurate and
sufficient disclosures in financial reports through coordination with external auditors and responsible
executives. Furthermore, the committee is responsible for conducting audit to ensure that the Company has
internal control, internal audit and risk management systems that are concise, appropriate, modern and
effective with the Audit Department acting as the Company’s agency in internal audit and reporting directly
to the Audit Committee.
As of 31 December 2018, the Company’s Audit Committee is composed of three independent
directors as follows:
Name Position
1. Mr. Kamthorn Chairman of the Audit Committee and
Udomrittiruj Independent Director
2.Miss Traithip Vice Chairman of the Audit Committee and
Siwakritsakun Independent Director
3. Miss Wanida Machimanon Audit Director and Independent Director
Remarks: The second audit director, Miss Traithip Siwakritsakun, possesses sufficient
experience and knowledge to perform audits on the reliability of financial statements.
All three members of the Audit Committee of the Company have independence according to the
definition of independence for independent directors as follows:
1. They each hold no more than one percent of all issued shares with voting rights of the Company,
subsidiaries, joint companies or juristic persons with potential conflict of interest.
2. They are not employees, personnel, salaried financial consultants or persons with supervisory
authority of the Company, subsidiaries, joint companies or juristic persons with potential conflict
of interest.
3. They are not persons who have relations by blood or legal registration as parents, spouses,
siblings or children, including spouses of children, of executives, major shareholders, persons
with supervisory authority or persons who will be nominated to become executives or persons
with supervisory authority of the Company or subsidiaries.
4. They do not have business relations with the Company, subsidiaries, joint companies or juristic
persons with potential conflict of interest such that might hinder their independent judgment.
5. They do not possess any other characteristics that prevent them from independently expressing
opinions about the Company’s activities.
Duties and Authority of the Audit Committee
1. Perform audits on the Company to ensure accurate and sufficient disclosure in financial reports.
2. Perform audits on the Company to ensure the presence of suitable and effective internal control
and audit systems.
3. Perform audits on the Company’s activities to ensure compliance to laws governing securities
and exchange and specifications of the Stock Exchange of Thailand, in addition to laws and
regulations related to the Company’s businesses.
4. Consider, select, nominate appointments and propose remunerations of the Company’s auditors.
5. Evaluate the Company’s disclosure of information and/or propriety of connected transactions
and transactions that potentially have conflict of interest to ensure compliance to laws governing
securities and exchange and specifications of the Stock Exchange of Thailand, in addition to
laws and regulations related to the Company’s businesses. The aforementioned considerations
regarding disclosure of information and/or expression of opinions are to comply with the
Company’s corporate governance principle (see details in Clause 9 Corporate Governance, sub-
Clause 9.4 Conflict of Interest).
6. Create corporate governance reports of the Audit Committee for disclosure in the Company’s
annual reports for presentation to shareholders.
7. Perform other tasks assigned by the Board of Directors as approved by the Audit Committee.
(3) Risk Management Committee)
The Risk Management Committee is composed of at least three qualified high-level executives
appointed by the Board of Directors. The committee has a duty to assist the Board of Directors in supervising
the risk management process to ensure that the overall risk level is appropriate. The committee has to ensure
that the Company has effective and efficient risk management that covers all risks as well as determine,
evaluate, reduce and monitor risks and then report the results of the aforementioned to the Audit Committee
and the Board of Directors to ensure that the Board of Directors acknowledge and realize risk factors that
may have a significant impact on the Company’s business operations. Each committee member serves a term
of three years. Once the end of the term is reached, the Board of Directors may appoint that member to serve
another term if deemed appropriate.
Risk Management Committee’s Meetings
1. Each meeting of the Risk Management Committee must be composed of no less than half of the
committee members.
2. A meeting must be held at least every quarter.
3. The committee may invite other personnel involved in the agenda to attend the meeting as
necessary.
4. For any resolution to pass, it must obtain no less than half of the votes of the meeting attendees.
5. The secretary of the Risk Management Committee has the responsibility to make meeting
preparations such as arranging meetings, meeting agendas and meeting documents in addition to submitting
meeting documents to each Risk Management Committee member within a reasonable time before the date
of the meeting. Furthermore, the secretary has to make meeting reports and store it at the Company
headquarters.
As of 31 December 2018, the Company’s Risk Management Committee is composed of three
independent directors as follows:
Name Position
1.Pol. Lt. Gen. Piya Chairman of the Risk Management Committee
Sontrakun
2.Miss Sansiri Vice Chairman of the the Risk Management
Chaicharoenphat Committee
3. Mr. Chomsap Lochaya Director of the Risk Management Committee
Duties and Authority of the Risk Management Committee
The Board of Directors has established the duties and authority of the Risk Management Committee as
follows:
1. Study and evaluate risks that may occur as well as potential impacts to the Company from
external and internal risk, covering at least the following four risks:
1.1) Financial risks
1.2) Operational risks
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