Corporate Governance Policy
The Company has determined good corporate governance policy as good practice guideline for Board of Directors, the Management and officers at all levels. It intends to support as effective business organization with transparency and auditing process for the best interest distributing to shareholders, stakeholders communities and society.
The Company’s shareholders have the right to purchase and sell or transfer their shares, and are entitled to the profit payment, meeting attendance and voting in Shareholders Meeting, ballot vote for transparent and accountability purposes, proxy voting exercised by other attorney-in-fact or the Chairman of Audit committee or the Audit Committee, invitation of meeting, information access prior to and after meeting, including meeting results and voting resolution, through various communication channels, such as Thailand Security Depository Co., Ltd., company’s homepage, etc.
Fair Treatment of All Shareholders
The Company treats all shareholders equally, either major or minor shareholders, institutional investors or foreign shareholders. The updated useful information of the Company is disclosed through the Company’s official website for all shareholders. The clear procedures of internal data usage is also outlined in writing and notified to any other related persons for strict compliance. All directors and executive committees shall have the duties to report their shares subscription to the Board of Directors in each quarter. The Company also sends the meeting invitation both in English and Thai languages to its shareholders. The shareholders can express their opinions and raise the questions concerning the Company’s activities in the meeting or they can submit the enquiry to the prior to the meeting. The shareholders are entitled to appoint individual director. For any shareholder who is also in the executive position of the Company, additional agenda is not required advance notification if unnecessary, especially any significant agenda that required more time for consideration from the shareholders.
In 2014, the Company held the Shareholders’ Annual General Meeting on 28 March 2013 at its head office.
Liability of Stakeholders
By recognizing the importance of social responsibility and community, which is synonymous with the business, the Company is committed to conducting its business in accordance with the Code of Conduct, good corporate governance policies, and policies on corporate social responsibility, anti-corruption policies, security policies, occupational health and working environment, human rights protection policy, intellectual property or copyright policies. All stakeholders, including customers, competitor, business partners or creditors, employees, government, and government authorities, and community and societies are treated by the Company in accordance with fair and reasonable benefits and protection as follows:
1) Shareholders: The Company runs the business with transparency, legitimacy, fairness and compliance, obeying rules and regulations as well as applicable laws. Shareholder return is our major concern and we disclose information in correct and fair manner through the Company investor relations website.
2) Customer: The Company sells products and services at a fair price and treats all customers equally to achieve their satisfaction.
3) Competitor: The Company executives and employees determine the strategy in business competition. We also treat our competitors fairly and ethically. The Company will avoid using dishonest means to obstruct competitors. We are willing to give competitive cooperation to create a good market atmosphere, such as sharing product information or creating new products and services.
4) Business partner or Creditor : The Company operates the business under reasonable and fair business conditions in compliance with normal industrial practice. In addition, we always follow trading conditions and agreements in a fair manner. The Company gives equal opportunity to all business partners and creditors in terms of business activities. We have no leverage trade bargaining power for mutual benefits or follow enforced conditions. The Company conducts joint business activities with honesty.
5) Employee : The Company regards employees as valuable assets in the business. Good, talented, diligent, honest employees will help run the business operation more efficiently. We will treat all employees in a fair and just manner, and determine fair remuneration. The Company also supports the employees to enhance their ability and work efficiently as much as possible.
6) Government and Agencies: The Company fully cooperates with agencies as good citizen practice. We follow the application laws which regulate business conduct, accounting, and tax payments to government in a proper business manner. The Company does business with agencies honestly, directly and fairly, the same as ordinary customers. We refrain from offering bribery to government officers for special facilitation in business operations. We will not give any cooperation to support corruption by government officers. The Company will not allow government officers to commit corruption in our business.
7) Society and Community: We provide assistance to benefit society and the community. The Company refrains from operating any business which adversely affects society and any acts which destroy natural resources and the environment. We closely monitor our business operations so that they do not cause pollution to the environment and community. The Company provides full cooperation with all parties in the community giving our time, labour and money as deemed appropriate.
Information Disclosure and Transparency
These shall include the Company’s general information and financial statement disclosure according to the regulation imposed by SET, the disclosed corporate governance and relevant policies and performance record of Board of Directors and other Committees correctly and completely through communication channels as appeared in annual report, annual information disclosure form, and the Company’s official website. Investor Relations will be in charge and responsible for the above tasks.
The Investor Relations Division also provides the accurate, full and updated information and answers any enquiries from the shareholders, investors, analysts, and media press through website: www.metrosystems.co.th/en/ir_index.asp or tel. 02-089-4115
Board of Directors’ Responsibilities
The responsibilities of the Board of Director appear in “Structure and Role & Duty of Board of Directors” considered as the duty to reconsider management structure, compliance and internal control policy, business ethic and performance assessment so to fit in current work condition and business circumstance.