The Company recognizes the importance of business operation based on responsibility and integrity and hence has put its emphasis on good corporate governance and management with aim to increase its competitiveness capability, better management efficiency, and transparent / explicit business operation. The Company concentrates on sustainable growth, which will increase value of the Company in a long term for benefit of shareholders and all stakeholders. Company has determined Good Corporate Governance to directors, executives and employees to adhere to as a guideline to perform their duties. The last update of Company's Corporate Governance was on 25 February 2016.

Corporate governance policy

The Company has a written policy on corporate governance of which the Board of Directors’ fourth meeting of 2019 has approved on November 12, 2019. The Board of directors reviews the policy and its implementation yearly, while communicates and provides training for all employees in order for them to correctly understand the policy on good corporate governance, encouraging them to implement the specified policy. The Company has adopted the Principle of Good Corporate Governance for Listed Companies 2012, stipulated by the Stock Exchange of Thailand; and the Corporate Governance Code for Listed Companies 2017, stipulated by the Securities and Exchange Commission of Thailand; as its guidelines. Details are as follows:

Rights of Shareholders

The Company places its importance on rights of shareholders, disclosure of sufficient, accurate, complete, punctual and equal information to all shareholders for reference to their future decisions. Following is the policies determined by the Board of Directors:

  1. The Company sent invitation letter along with the meeting agenda showing objectives and reasons of the meeting and opinions of directors in order to enable shareholders study the information included at least 21 days prior to the meeting date. The Company held the Annual General Meeting of Shareholders 2019 on 11 April 2019 at 13:00 hrs. at Cafeteia Room, Abico Building, No. 401/1, PahonYothin Road, Ku Kot sub-district, Lamlukka district, Pathumthani. In case where shareholders cannot attend the meeting, they may assign any independent Director or any person to attend the meeting on their behalf by using the proxy form which is sent together with the notice to the meeting or it can be downloaded through the Company's website.
  2. Facilitate all shareholders equally during the meeting by providing appropriate location and time of the meeting.
  3. During the meeting, the agenda will be voted in order without changing any significant information and all shareholders have equal right to review business operation of the Company, inquire and express opinions and suggestions. The meeting will be attended by directors and related executives to answer all question raised during the meeting.
  4. The Company provides additional channel for disseminating news on its website. The invitation letter to the meeting is uploaded at least 21 days prior to the meeting date to enable shareholders to download and acknowledge accurate and complete information of the meeting.
  5. Directors, senior executives, certified auditor are required to attend the meeting to answer questions from shareholders.
  6. The minutes of the meeting are recorded verbatim where all questions and comments are recorded for review and reference purpose. Then the minutes of the meeting will be disclosed in the Company's website and sent to the Stock Exchange of Thailand within 14 days from the date of the meeting.
  7. For convenience and to prevent errors, loss or delays, the Company pays dividend (if any) by transferring it to shareholders' bank accounts.
  8. It is the Company's policy that shareholders are allowed to propose the meeting agenda and/or questions related to the general meeting of shareholders 3 months prior to the date of the shareholders' meeting to ensure that shareholders will receive highest benefit from the meeting, to maintain the rights and interest of shareholders. The proposal or questions can be submitted through e-mail, fax to the Company Secretary. For Annual General Meeting 2019, the Company invites shareholders to propose agenda from November 9, 2018 until January 14, 2019.
  9. Determine criteria to consider the Directors’ remuneration based on duties, responsibilities and work performance which is linked to operation result and other relating factors; compare the rate and remuneration of other companies in the same industry of similar based on the survey result provided by the Thai Institute of Directors "IOD". However, the Directors’ remuneration must be considered, compared and screened by the Nomination and Remuneration Committee and proposed to the Board of Directors for consideration prior to submission to the annual general meeting of shareholders.
  10. The Company agrees to have an independent person to undertake the counting or reviewing the votes in the meeting and disclose to the meeting as well as record in the minutes of the meeting.
  11. The Company uses ballots for voting of important agenda such as related transaction, acquisition or disposal of assets etc. for transparency and accountability in case of the conflict that may occur subsequently.
The Equitable Treatment of Shareholders’ equity

To ensure the fair treatment among all shareholders, the Board of Directors has determined policies as following:

  1. Send invitation letter to the meeting which includes sufficient information of all agenda to shareholders at least 21 days prior to the date of meeting in order to enable shareholders to thoroughly look through the information.
  2. The right to vote at the meeting is according to the number of shares held by each shareholders where one share represents one vote. The Company grants the right to the shareholders who attend the meeting after the meeting has been started, to vote for the agenda which is under consideration and no resolution has been made yet, and the said person is deemed to constitute a quorum of the meeting for the said agenda and vote.
  3. In election of directors to replace those retiring, the Company has a policy that shareholders may vote individually for a director in order to allow shareholders to select the person they want. The Company also provides adequate details of each candidate for consideration of shareholders.
  4. The Company enables minor shareholders holding share not less than 5% of the paid-up capital for not less than 12 months, to agenda for the annual general meeting of shareholders, propose list of candidates for directors through email or fax to the Company Secretary.
  5. Determine policy to prevent insider trading of relating persons which include directors, senior executives and staff involved with the Company's information (spouse and minor child of the said person as well), and to prohibit the said persons from disposal or acquisition of the Company’s securities within 1 month before the disclosure of quarterly and yearly financial statement to the public. The Board of Directors and Management report the changes of shareholding to the Board of Directors' meeting by adding as an agenda in each quarterly meeting.
  6. Determine policy on conflict of interest based on the concept that any decision of personnel from all levels which concerns the business operation must be for the best benefit of the Company. And it is the duties of all employees to avoid involving in financial issue and/or relationship with external party which may cause the loss of Company's benefit, conflict of interest or to obstruct work performance.It is determined that the person relating to or involving with the considered transaction must inform the Company of their relation or involvement thereof and must not participate in consideration and has no power to approve for the said transaction. For such cases, everyone must adhere to the principles and there will be no additional or special terms applied.
  7. The Company allowed shareholders to register at least two hours in advance on the day of shareholders’ meeting, and allowed independent inquiries for shareholders.
  8. For convenience, shareholders who cannot attend the meeting in person may assign any person or at least 1 independent director to attend the meeting and vote on their behalf where name of the assigned person will be noticed in the invitation letter to the meeting.
  9. All shareholders are treated equally regardless minor or major, Thai or foreign shareholder.
  10. The registration of shareholders on the meeting date is via scanning barcode which shows register number of each shareholder provided in the shareholder's register and proxy form for the convenient and fast procedure. To count result of each agenda, only ballot card which show 'disagree' and 'abstain' are collected and counted to deduct from the total amount of voting shareholders. The barcode system is used to collect and verify the result of the ballot from each vote rapidly and the result can be checked after the meeting.
  11. The Company determines to have agenda about Directors' remuneration, to clarify to shareholders for approval per annum and to clarify the numbers and types of remuneration of each directorsincluding fixed and variable remuneration.
The Role of Stakeholder

The Company is aware and realizes the rights of all stakeholders whether internal stakeholder which are shareholders, staff, and external stakeholders such as customers, trading partners, creditors, competitors, state sectors and other authorities including surrounding communities. To express appreciation to stakeholder that supporting us in competition and generating profit which is considered as long term value, the Company hence, has determines policies as following:

  1. Stakeholders

    1. The Company is always aware that shareholders are an owner of the business and the Company is committed to create a long term added value for them.
    2. Perform their duties with integrity, make any decision based on principles of the professionprudence, and fairness to both major and minor shareholders for the best interest of shareholders as a whole.
    3. Report status of the Company, operations results, financial statements, accounting and other information which are up-to-date and important in the format that is easy to understand, consistent and accurate.
    4. Refrain from seeking benefit for their own and other persons by using any information of the Company which has not yet been disclosed to the public or execute any procedure in the manner that may cause conflict of interest to the Company.
  2. Employees

    1. Treat employees with politeness and pay individual respect to them.
    2. Fairly treat employees through allowing for new opportunities, compensations, appointments, transfer and skills development.
    3. Provide fair compensation, provident fund and social welfare to employees and prioritize the welfare of employees.
    4. Maintain safety working condition to ensure health and assets safety ofthe employees.
    5. Make any appointments, transfers, awards and punishments with bona fide, based on knowledge, skill and qualification of each employee.
    6. Places importance on knowledge and skill development of employees by providing equal opportunities on regular basis with aim to develop ability and lea d to professional level.
    7. Listen to opinions and suggestions based on professional knowledge of the employees.
    8. Comply with law and regulations relating to employees strictly.
  3. Customers

    1. Provide service with politeness, enthusiasm, readiness and sincere as if they are one of the family, creating reliability and accountability image of the service.
    2. Keep information of customers, do not use such information for their own benefit or related person illegallyor other illegal activity.
    3. Provide customers with accurate, adequate, updated information about services of the Company without exaggerated advertising content which may misleads customers of quality or terms of services of the Company.
    4. Provide advice on service efficiently and for the best interest of customers.
  4. Business partners and/or creditors

    1. Treats business partners and/or creditors with integrity and honesty, based on highest interest of the Company and fair mutual benefit. The Company avoids any situation that may cause conflict of interest, discusses the problems adheres to business relations.
    2. Does not request or receive or pay for any interest which is illegal with business partners and/or creditors.
    3. In case it is found that there is a request or accept or payment for any illegal interest, the information must be disclosed to business partners and/or creditors to seek for fair and rapid solution.
    4. Comply with the agreed terms and conditions. Failure to do so,the Company will give advanced notice to creditors in order to find solution together.
  5. Competitors

    1. Does not violate the confidential or acknowledge trading secret of competitors with unfaithful method.
    2. Follow the fair competition rules.
    3. Refrain from seeking information, trading secret of competitors through dishonest or inappropriate method.
    4. Does not damage reputation of competitors by accusing in negative way.
  6. Society and communities

    The Company has a policy to conduct business which returns positive interest to economy, society and adhere to good citizen of the nation, comply with laws and applicable regulations strictly, engage in parts that will support and improve quality of society and community.In addition, the Company has set out policies to return profits to society by allocating a certain budget to support social activities that will generate advantages to society, community and crate opportunities for environment.

  7. Oversee the safety and health of employees

    The Company places an importance of maintaining working environment to ensure safety to lives and assets of employees regularly. Strictly adhering to labor law, the Company provide such as proper and correct arrangement of building, locations and equipment of working, necessary medical care. All employees are required to wear protective equipment whenever they work on the construction site. Furthermore, employees from all levels are encouraged to recognize the value and importance of exercise and take it as a habit. The Company provides health care program to its employees such as annual health check up etc.

    Personnel

    Number of Personnel as at December 31, 2019 379 employees
    Employee Remuneration in 2019 139.55 Million Baht

    The Number of Training for Employees

    The Board of Directors and executives see the importance in development of human resource. In 2018, the Company has provided training as follows:

    Director Training for the year

    Name Director Program
    1. Mr. Kitti Vilaivarangkul Board Nomination and Compensation Program (BNCP2019)
    2. Mr. Techa Boonyachai Risk Management Program for Corporate Leaders (RCL17/2019)

    Management term and Employees Training

    Hour/Person/Annual
    Executives Training Hours 40 Hours
    Employees Training Hours 10 Hours

    Injury Frequency Rate (IFR) as at December 2019 is 0.88

    IFR stands for Injury Frequency Rate = (Total number of injuries that cause absence from work * 1,000,000)

  8. Environment

    The Company has a policy to support different activities in connection with quality, hygiene and environment, including maintaining safe working condition to ensure health and assets safety of the employees. The Company also recognizes the importance of education and training for employees regarding environment and effective use of environment such as reduce the volume of garbage by reusing paper, file holders, campaign to switch off the lights during lunch break or switch off the lights which are not in use, taking stairs instead of lift, maintenance and improvement of equipment to be available for work to ensure the safety and create good working conditions. All these are contributed to the efficient development of employees as a whole.

  9. Intellectual Property

    The Company has set a clear policy not to undertake any action that will violate the intellectual property whether copyright, patents or trade mark, trading secret and other intellectual property as stipulated by law, for example, using licensed programs, where software is examined and installed by Information Technology Department to prevent using any illegal copies.

  10. Respect to law and human rights

    1. Protest against any action that violates human right in any circumstances.
    2. Respect and treat all stakeholders with fairness based on the pride of human rights, without discrimination of races, origins, sex, color, religion, physical condition, family background including to support the monitor of requirement concerning human rights within the Company.
    3. Protest against any action that is aimed to seek benefit from human trafficking, use of child labor under the age as stipulated by law.
    4. Support, respect and protect human rights by examining and control Company's business with external party that may be conducted in a way that supports and encourage violation of human rights. Refrain from any action that violates right of employees which is protected under the law.
  11. Anti-Corruption and Corruption

    The Board of Directors has determined the anti-corruption policy as follows.

    1. The management structure is properly balanced between purchasing, accounting, ffinance and internal audit department to prevent abuse of power or other illegal activity.
    2. Provide training to employees about the policy and practice ofanti-corruption of the Company.
    3. Support and coordinate with public and private authorities and controlling agency including all parts of Thai societies with intention to reduce the corruption and improve the development of the country.
    4. Directors, executives and employees are not allowed to accept any kinds of corruption, directly or indirectly such as receiving gifts, giving gifts, presents, banquet, donation and any interest to themselves from the person who making business with the Company. The Company provides channel to stakeholders for direct message passing, suggestions and/or complaints regarding the corruption or any action that is not in compliance to the Company's criteria to the Board of Directors to the following address.

      Company Secretary
      ABICO HOLDINGS PUBLIC COMPANY LIMITED
      401/1, Moo 8, Abico Building, Pahon Yothin road, Ku Kot,
      Lam Luk Ka, Pathum Thani 12130

The complaints will be considered and proceeded as appropriate case by case without disclosing whistleblower, and the complaint details will be kept confidential under policy to protect whistleblower as well.

Disclosure and transparency

The Company recognizes the importance of accurate, complete and transparent disclosure of financial information and general information under the criteria set forth by the Securities and Exchange Commission and the Stock Exchange of Thailand including important information which affects securities price of the Company and decision among investors and stakeholders.

The Company also prioritizes the importance of financial report as to clarify the financial status and actual operation result of the Company, based on correct accounting standard, completeness, punctuality and adequacy under the generally accepted accounting standards.

The Company discloses the information about each directors, roles and duties of the Board of Directors and committee as well as remuneration of directors and senior executives in the Annual Report (Form 56-2) and Annual Statement (Form 56-1).