Corporate Governance



 
 
Company Regulation
 
 
 
Company Certification of Association
 
 
 
Memorandum of Association
 
 


Corporate Governance is an integral part of our Companys business practice which is in accordance with principles from SET. Corporate governance norms have been institutionalised as a business process at the Boards, managements and all level of employees to ensure transparency and enhance efficiency in business management as well as to enhance our competitiveness and increase value of shareholding in long term. The Company review and reaffirm on yearly basis that all steps are strictly taken in compliance to framework of good corporate governance. The Companys corporate governance initiatives are based on 5 components.

Section 1 : Shareholder Rights

The right of shareholders is highly concerned and the Company will not conduct any activities to violate or deprive shareholder rights but will encourage the shareholders to exercise their rights. The basic right of shareholders includes the right to buy, sell and transfer stocks, the right to receives dividends, the right to acquire adequate information about companys business performance, the right to vote for appointment or removal of the Board of Directors or auditors, the right to vote for important issues such as dividend payout, revision of companys regulation or Memorandum of Association, to increase or decrease capital stock as well as approval on other special issues.

Apart from aforementioned basic rights, the Company also encourage and facilitate the shareholders to exercise their right by:

  • In accordance to rules and regulation of SEC and SET, meeting agenda and additional information on business performance must be informed to shareholders 7 days prior to meeting date. The shareholders are also notified of regulation in the meeting and steps to cast their votes. This information will be shown in Companys website before sending documents to shareholders to provide adequate time for reviewing such information

  • No action shall be conducted to confine the right of shareholders to acquire substantial information on Companys business performance.

  • Encourage and facilitate the shareholders to attend the meeting and cast their votes and shall not confine the right of shareholders to attend general meeting of the shareholders.

  • During annual general meeting of shareholders, Chairman of the Meeting allocates sufficient time for shareholders to give comments and make inquiries concerning business performance. In addition, the shareholders are able to send inquiries to the Boards before the meeting date.

  • All members of the Board of Directors attend the meeting and give answer to shareholders inquiries.

  • Minutes of meeting must be completed with accuracy and thorough details by the end of meeting date,and shall be filed properly for further review or investigation by shareholders.

Section 2 : Equal Treatment to Shareholders

The Company is committed to establish equality among all groups of shareholders by following procedures:

  • The company has allowed the shareholder has the right to propose agenda through the company's website. www.vte.co.th And it also notices how the proposed agenda and criteria for determining the agenda for the meeting clearly. The Independent Directors will consider the proposed agenda to the Board of Directors. The matter was approved by the Board of Directors will be included in the agenda of the meeting.

  • If not necessary, Chairman of the Meeting will not add more agenda without prior notice, particularly on crucial agendas that need to be reviewed thoroughly before making decision.

  • Shareholders may appoint proxies to vote for their shares by signing the letter of authorization. The Board of Directors have proposed at least one independent director as an alternative to be appointed as shareholders proxy.

  • It is made clear to the Board of Directors and Executive Board that they must report their holdings or changes on their holdings to SEC abided by Article 59 of Securities and Exchange Act, 1992 within 3 working days.

  • The Company has imposed measurements to secure confidential information and prevent insider trading from relevant parties including the Boards and management team. Any persons involving in such confidential information are not allowed to trade stocks of the company in the market one month prior to disclosure of quarterly and yearly financial statement, and not allowed to trade stocks within 48 hours after disclosure of such information.

Section 3 : Roles of Stakeholders

The company also has contributed to the protection and preservation of the rights of various groups of stakeholders justly entitled by law or by agreement with the company. The Company has defined the role of the company that conducted the following stakeholders .


Shareholders : The Company operates business with transparency and efficiency, aiming to achieve long-term business growth and offer good return on investment to shareholders. No action shall be conducted to incur conflict of interest.


Employees : All employees are treated equally and fairy accompanied by promising career path and appropriate remuneration. They are facilitated with pleasant and safe working environment.


Customers : The Company commit to reach customers highest satisfaction by delivering the project timely and full of quality and offering follow-up services to customer regularly with fair price.


Business Partners : Vintage Engineering Public Company Limited. ("the Company") operates more than 20 years and hasbeen developing its presence in all areas by providing a survey of customer satisfaction consistently and is intended to measure customer satisfaction and attitudes to improve the operations by using the questionnaire as a tool to explore. Samples with customers

The Company commit to treat creditors and business partners equally and honestly for our mutual benefits. Business contract and agreement with creditors or business partners are strictly followed.


Competitors : The Company hold on to good corporate governance abided by law and regulation. No action shall be conducted to incur conflicts or threaten the business of competitors.


CSR : The Company are responsible to society and environment. Impacts from noise pollution and air pollution in vicinity area are greatly concerned in our construction process. Our operation is strictly conformed tosafety and environmental law to save our community and society in good environment.

Section 4 : Information Disclosure and Transparency

The Company is obliged to make full disclosure of accurate and complete information, both for financial or non-financial data, in accordance with the regulations from SEC and SET. Board of Directors are accountable of financial statements and financial data of the Company and subsidiary as shown in Companys annual report. Shareholders and investors can access to such information through various channels such as companys website, other media from SET or other channels required by law.

The company has assigned Mr.Phuwadon Muangsue as an investor relation. The shareholders and the analytical person including to related person can contact him through the companys number 02-9656310 ext. 300.

Board of Directors has response to the financial report and the financial information which appeared in annual report. Such financial report is made under the accounting standard in Thailand which has the suitable policy and disclosure appropriately. In this term, The Audit Committee has to review the quality of financial report and internal control system including to the adequate disclosure in the part of note of financial report.

Section 5 : Responsibilities of Board of Director

1. Structure of Board of Director

Board of Directors is responsible to set overall business policy and direction as well as to supervise and drive business performance to reach the target. Board of Directors consists of 8 members from the Company- which are 4 executive directors and 4 non-executive directors- and 4 independent directors abided by regulation from SEC and SET to have at least one out of three independent directors from total members in Board of Directors. Holding office period is 3 years for each member. Board of Directors consists of qualified members from various industries ranging from engineering, law, accounting and finance of which these expertises are beneficial to our business operation

According to Companys regulation, during annual general meeting of shareholders, 1 out of 3 directors must resign from their post, determining by lucky draw in the first year and second year. From third year onwards, directors holding the office longest must resign from their post but can be re-elected to directors again.

The roles and responsibilities of the Board of Directors and Executive Boards are clearly defined. The Board of Directors is responsible to set overall company policy and supervise the execution of Executive Boards in policy level, while Executive Boards are responsible to manage the business in accordance to Companys policy.

The person holding the position of Chairman of Board of Directors cannot hold the position of Chief Executive Officer in order to balance the power and prevent unlimited power of each individual. The Chairman of Board of Directors is independent directors and has no involvement in Executive Boards and no shares of the Company. The Chairman is responsible to set overall policy, supervise and define companys strategic goal. CEO is responsible to manage daily business operation to be aligned with the framework defined by the Board of Directors.

Board of Directors appoint 2 subcommittees which are Executive Board and Audit Committee to direct business strategy and monitor business performance.

There are 4 members of Executive board consisting of 4 executive directors. The Executive Board is responsible to supervise management team to operate daily business practice abided by companys policy determined by the Board of Directors.

There are 3 audit committees and all of them are independent directors. Audit committees are assigned to review and monitor the efficiency of internal audit practices, risk management, financial and accounting practices, oversee the report of financial statement and to do other tasks assigned by SET.


2. Roles and Responsibilities of the Board of Directors

The Board of Director is responsible to review and make an approval for significant issues on business management such as to define companys vision, mission, strategy, goal, business plan and budget, to supervise and monitor management team to operate business efficiently and effectively within the framework of companys policy and business plan.

Corporate Governance
Policy
: Corporate Governance Policy of the Company was specified in written statement and will be reviewed yearly together with the announcement of annual business performance. To ensure that the business of the corporate governance, transparency, accountability. And increase the confidence of investors. We will disclose information to the public and shareholders regularly. The company also focuses on the control and audit. The Company seeks to control risk management and risk management closely. And to consider the ethics of doing business. By maintaining fairness to suppliers, shareholders and stakeholders each group.


Code of Ethics : Code of Ethics has been defined in written statement to ensure that all related parties ranging from the Board of Director to all level of staffs understand the code of ethics and do their tasks within this framework.


Conflict of Interest : All members of the Board of Directors and Executive Board must provide full disclosure of potential conflicts of interest caused by themselves and involving parties. The guideline to avoid conflict of interest is on the ground that any business transaction must be performed for benefits of the Company and shareholders. Any transaction that may incur conflict of interest should be avoided. The parties involving in potential conflict of interest must file a disclosure of statement to the Company and should not participate in approval process of such transaction as well as have no authority to make approval on such transaction.


Internal Control
and Internal Audit
: Internal control has been implemented by supervision of the Board of Directors to monitor business practices in financial transaction, business performance and operation. Scope of responsibilities and operating authority of the Boards and management team are clearly specified. External auditors are appointed to monitor the effectiveness of internal control system and to ensure independency of each entity. Working as an independent agency, the auditors is responsible to monitor business performance and follow up the progress of corrective action (if any) to ensure that all business practices are executed in accordance with internal control policy and risk management framework. Audit report is directly submitted to audit committees and the Board of Directors will review the effectiveness and adequacy of internal control system on yearly basis.



3. Meeting of Board o Directors

The date for meeting of Board of Directors is scheduled in advance every year. Notice letter together with meeting agenda will be sent to the Board of Directors at least 7 days prior to the meeting, or lesser in urgent case. Minutes of meeting will be done and filed properly for further reference and verification.

In the meeting, Chairman of Board of Directors and CEO are responsible to set up meeting agenda and each member in the Boards can propose any issue to add in the meeting agenda. Notice letter to attend the meeting will be sent to the Boards prior to the meeting date to provide adequate time to review documents.

Each member is opened to propose, review and discuss on any issue as appropriate. During the meeting, Chairman of the Board of Director is regarded as chairman of the meeting where each member can express ideas and comment independently. The management team may join the meeting on some agendas to acquire comprehensive information related to their duty and to be informed of companys policy directly so that such policy can be implemented effectively. The resolution of the meeting will be passed by majority vote of which one member is equal to one vote. The member with conflict of interest shall not participate in the meeting and refrain from casting his/her vote. If number of votes on such issue is equal, Chairman of the meeting can cast additional vote and make final decision on that issue.

Secretary to Board of Director is assigned to attend every meeting and prepare Minutes of Meeting endorsed by Board of Director. The first agenda in next meeting is to acknowledge Minutes of Meeting in the last meeting. The Secretary is responsible to file the document properly which can be retrieved for further reference.


4. Remuneration

Remuneration package of the Boards and top management is in written statement where remuneration structure and principles are clearly defined on the ground of transparency, appropriateness and keeping the same pace with the industry in order to motivate and keep our valuable human resources to work for the benefits of the Company. Remuneration is considered by qualification, scope of responsibilities, business performance of the Company and competitors. Remuneration structure comprises meeting fee, basic salary and bonus. Remuneration for the Boards will be proposed to grant for approval from shareholders during annual general meeting and remuneration package to the Boards shall be disclosed in annual report.


The Annual General Meeting of Shareholders has approved the remuneration for the director which define the remuneration of Chairman of the board as 40,000 Baht and the directors remuneration as 10,000 Baht per meeting. The remuneration of Chairman of Audit Committee is 20,000 Baht and the Audit Committee is 10,000 Baht per meeting time.


5. Use of Inside Information

The Board of Directors has set the rules and regulation on the use of Companys inside information as below :

5.1 The Boards, management team and all staffs are obliged to keep confidential or inside information of the Company.

5.2 The Boards, management team and all staffs must not disclose Companys confidential or inside information for his/her or others benefits either directly or indirectly, and whether the rewards are given or not.

5.3 The Boards, management team and all staffs are not allowed to trade or transfer any stocks in stock market or execute any legal transaction by exploiting Companys confidential and inside information which may lead damages to the company either directly or indirectly. This regulation also covers to spouse and minors of the Boards, management team and staffs in all levels. Breach of such regulation is regarded as major offence.

5.4 Board of Directors, Executive Board and employees holding the position of directors or higher are not allowed to trade stocks of the company within 48 hours after disclosure of companys information.

5.5 Board of Directors, Executive Board and employees holding the position of directors or higher must report every trading of stocks to the Company.