It has conducted written guidelines for good governance concerning organization structure, roles and responsibilities, and practices of the company’s board by focusing on risk management, transparency, accountability so that the board, management, and employees can follow accordingly. Key substances of the guidelines are:
1. Corporate Governance Polic
The board practices good governance following guidelines set by the Stock Exchange of Thailand. It lays out clear duties and responsibilities with constant supervision and monitoring. Moreover, it also stipulates constant improvement of its business procedures and human resources development.
2. Rights and equality of shareholders
The Board of Directors recognizes the fundamental rights of shareholders as investors and as the owner of the company as follows
- 1. Encourage shareholders to have the right to participate in making decisions on important matters of the company such as the company gave the shareholders an opportunity to vote on the agenda, to consider every agenda with an important consideration agenda, including the appointment of directors’ consideration of directors' remuneration appointment of auditor’s, determination of the remuneration of the auditor Approving financial statements, etc.
- 2. The company sent the notice of the meeting together with the information for the meeting to shareholders and registrar not less than 7 days before the meeting. Also publish the newspaper to inform the meeting for at least 3 consecutive days before the meeting date including revealing details of the essence of the meeting and the opinions of the Board of Directors in each agenda clearly.
- 3. In the event that shareholders cannot attend the meeting by themselves The Company allows shareholders to appoint an independent director or any person to attend the meeting on their behalf by using the proxy form provided by the company which sent to the shareholders together with the meeting invitation letter.
- 4. Before the meeting started, the company explained the voting method and vote counting method for shareholders to acknowledge. The Board of Directors allows shareholders to freely express their opinions, suggestions and votes as well as being able to exercise the right to vote for the board and receive clear information as well acting to supervise, see and improve to meet the general standard.
- 5. During the meeting, The Chairman allocated appropriate time and encouraged shareholders to ask questions and express opinions on various issues related to the company equally by the Board of Directors, especially the President Sub-committee, Chief Executive Officer, Representative from the auditor and related Executives attended the meeting and answer questions from shareholders on all issues.
- 6. After the shareholders' meeting, the company has completed the minutes of the meeting within 14 days from the date of the meeting, in which the minutes of the meeting were presented with accurate and complete information and disclosed on the company's website. So that the shareholders can determine accuracy.
3. Roles of various stakeholders
There is a supervision and management system by respecting the rights and fairness to all stakeholders in business operations, shareholders, employees, partners, customers and creditors. The Board of Directors realize that supports and comments from all stakeholders will be beneficial in the operation and business development of the company and promote cooperation between the company and all groups of stakeholders, including
1. Establish clues or complaints from all stakeholders, customers and the general public. In particular, the complaint against the Board of Directors (Whistle Blowing) through a variety of complaints such as postage, phone, fax and email and when receiving company clues, the company has a process of verifying the truth, editing process including the protection of complainants or informants In order to create confidence for the complainant and the whistleblower. In 2019, there were no stakeholders reporting clues or complaints to the company.
2. Employees' section on social and environmental issues, has encouraged employees to participate in various activities such as energy conservation days, Safety day of the company and continuous CSR activities in addition the management and employees of the company Has cooperated to participate in such activities
3. Setup policies and guidelines for personnel development which clear and concrete picture and Sending personnel to attend training and seminars in order to apply knowledge and develop the company.
4. Disclosure and transparency
The Board of Directors attaches importance to the disclosure of information that is accurate, complete and transparent, both financial and general information reports. According to the regulations of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand As well as other important information that affects the decision-making process of investors and stakeholders. In the year 2019, the company has disclosed the information and transparency as follows.
1. The company's focus on investor relations. Which is the main agency to contact, coordinate and provide information of the company with external parties including shareholders, institutional investors, general investors, analysts and related government sectors.
2. The Board of Directors has disclosed current information. Significance and disclosure Both Thai and English Through the website of the Stock Exchange of Thailand Company web-site Annual Report (Form 56-2) and Annual Registration Statement (Form 56-1). The information that the company is complete and in accordance with the guidelines of the corporate governance policy of the company.
5. Leadership and vision
The board is due to set vision, mission, and competitive business policy. It is responsible for business security to ensure balanced and sustainable benefits for all stakeholders as well as to constantly create additional value to shareholders.
6. Conflicts of interest
The board emphasizes on elimination of conflicts of interest among relevant parties, with transparency and fairness as well as full disclosures of the matter. It is also stipulated that any concerned parties, who may have any conflicts of interest, be barred from attending the meeting or abstain from voting.
7. Business ethics
The board promotes business ethics among employees as well as to encourage them to be good citizens and contribute to the public. The executives are to set good examples for the rest of the staffs while the company also aims to encourage employees to strictly follow rules and regulations to ensure business excellence, transparence, and merit.
8. Balance of non-executive directors (Board)
The composition of the Board to determine the appropriate number of directors representing the shareholders, Directors from internal executives and one-third of the number of Independent Directors
9. Combining or separating position
The Chairman and Managing Director are not the same person. By clearly defining the authority and duties of the Managing Director In addition, there is also a selection of management with transparency and independence from major shareholders.
10. Remuneration of the board and management
The company pays remuneration to the board in cash and fringe benefits, compatible with remuneration paid in the same industry and subject to approval from shareholders. Such remuneration is disclosed in the annual report. In the year 2562, the Company paid remuneration to directors totaled Baht 13.68 million without exceeding the limits approved by the General Meeting of the Shareholders.
11. Board meeting
decision, one day ahead of the meeting. On the meeting date, the secretary office will take minutes of the meeting, indicating the board’s decision, suggestion, and arguments of all members in written statement while recording voices during the meeting for later verification. After the meeting ends, the secretary office will prepare the minutes and verify decision on each agenda of the meeting. It will take 3-5 day to complete the minutes and will propose to the board for ratification at the following meeting. The board may seek amendment in parts of the minutes of the previous meeting. The management will then file the minutes as well as keeping it in the digital file, which can be examined by the board or relevant parties.
2019 Board Meeting
|No.||Board list||Numbers of attendance||Taking office|
|2019 3||2018 2||2017 1|
|1.||Gen. Akaradej Sasiprapha||-||2||10||Apr 2001|
|2.||ACM. Dr. Nopporn Chandawanich||11||12||11||1 Dec 2009|
|3.||Pol. Gen. Somchai Vanichsenee||11||12||11||1 Oct 2002|
|4.||Mrs. Suvalai Chandawanich||7||10||10||26 Jan 2001|
|5.||Gen. Sommai Wichaworn||-||6||11||Sep 2002|
|6.||Mrs. Leena Charernsri||11||11||11||10 Dec 2002|
|7.||Gen. Somdhat Attanand||11||11||10||10 May 2016|
|8.||Mrs. Chuanpis Chaimueanwong||9||12||2||7 Nov 2017|
|9.||Mr. Prinya Waiwatana||11||6||-||31 Mar 2018|
|10.||Mr. Thanit Thamsukati*||5||4||-||7 Aug 2018|
|11.||Ms. Warangkana Devahastin Na Ayudhya||9||12||10||22 Feb 2006|
|12.||Mr. Nipit Arunvongse Na Ayudhya||11||12||11||1 Jan 2001|
|13.||Mr. Suthiporn Chandawanich**||5||-||-||10 Jul 2019|
|14.||Mrs. Perayaluk Tangsunawan||10||12||11||1 Mar 2015|
1 In 2017, 11 board meetings were held
2 In 2018, 12 board meetings were held
3 In 2019, 11 board meeting were held
* Mr. Thanit Thamsukati (Resigned on July 10, 2019)
** Mr. Suthiporn Chandawanich (Appointment on July 10, 2019)
Subcommittees on specific issues will help study details and screen works as necessary. The subcommittees, including the Audit Committee Remuneration Committee and Nomination Committee, are obliged to report their performance to the Board within the specified timeline and each member of the committees will hold a 3-year 2-year term and 2-year term respectively.
2019 Attendance Meeting
|Board list||Annual General Meeting of Shareholders||Board Meeting||Audit Committee Meeting||Nomination and Remuneration Committee Meeting||Corporate Governance Committee*|
|1. ACM. Dr. Nopporn Chandawanich||1/1||11/11|
|2. Pol. Gen. Somchai Vanichsenee||1/1||11/11||2/2||1/1|
|3. Mrs. Suvalai Chandawanich||1/1||7/11||2/2|
|4. Mrs. Leena Charernsri||1/1||11/11||5/5||2/2|
|5. Gen. Somdhat Attanand||1/1||11/11||5/5|
|6. Mrs. Chuanpis Chaimueanwong||1/1||9/11||5/5||1/1|
|7. Mr. Prinya Waiwatana||1/1||11/11|
|8. Ms. Warangkana Devahastin Na Ayudhya 1||1/1||9/11|
|9. Mr. Nipit Arunvongse Na Ayudhya||1/1||11/11|
|10. Mr. Suthiporn Chandawanich*||1/1**||5/11|
|11. Mrs. Perayaluk Tangsunawan||1/1||10/11|
* Mr. Suthiporn Chandawanich appointed as a director on 10 July 2019. In 2019, He attended 5 times in the meeting.
** Mr. Suthiporn Chandawanich attended the annual general meeting of shareholders as management team of the company which is Deputy Managing Director-Operating
13. Internal control and internal audit
The company promotes an efficient internal control and audit system while maintaining operation flexibility with systematic risk management method
14. Reports by the Board
The board prepares Statements of financial position and Statement of comprehensive income at the end of accounting period in the form of an annual report and proposes to shareholders at a meeting as stipulated by law. Moreover, it also conducts a report explaining the financial statements along with report by the auditor in the annual report. The board has assigned the Audit Committee to supervise and improve the company’s financial statements to ensure that they are up to date and meet generally accepted accounting standard.
15. Relationship with shareholders
Nava Nakorn PCL emphasizes the promotion of knowledge, understanding, and maintaining good relationship with investors, shareholders, analysts, and other relevant institutions both domestically and abroad. The company’s Investor Relation Department acts as a center to disclose accurate, transparent, and up to date financial and business information to all stakeholders. It aims to bolster confidence corporate image as a listed company with good governance and a board that runs business effectively for the utmost benefit of shareholders. It also clarifies any queries from outsiders, including investors, analysts, local and foreign shareholders, to ensure complete, accurate, and equitable information.
The company has sent interested board members to attend the “Director Certification Program of the Thai Institute of Directors” to ensure they understand their roles, duties, and responsibilities as a board member. At present, Seven board members have completed the training program.
To communicate with investors, the company provides its data and information to all stakeholders through financial statements and other reports filed to the Stock Exchange of Thailand via its website www.navanakorn.co.th
Contact person, Investor Relation Department:
Mrs. Wannisa Hatthamas
Tel: 66 - (0) 529 0031 ext. 227 and 299
Fax: 66 - (0) 529 2176