The Board of Director realizes on the importance of good corporate governance which is for transparency, accountability, business competency and confidence to stakeholders, investors as well as relevant persons and set the good corporate governance policy covering as important principle as follows
SAUCE recognizes on the right of shareholders and gives the importance and facilities to all shareholders to get the basic shareholder’s right both in the position of investor in the securities and the owner of the company. Shareholders have the right to purchase, sell or transfer their securities independently as well as the right to receive the appropriate net profit , to join the shareholders meeting, give their opinions in the meeting. All shareholders have the right to vote according to their holding shares .The vote is counted one vote per share. No shareholders have privilege to restrict the right of other shareholders
Besides the above mentioned Basic Shareholders’ rights, sauce gives the importance on the information disclosure correctly, in time and transparently to shareholders by disclosing the important information via the company’s website both Thai and English version.
SAUCE gives precedence to equal treatment of shareholders. The Board of Directors has set up a supervision policy to take care of the company by paying attention to the right of shareholders, and to treat all shareholders fairly and equally.
SAUCE has given precedence to the rights of every group of stakeholders, both insider stakeholders e.g. shareholders, employees and executives, and outsider stakeholders, e.g. customers, rivals, trade partners, creditors, the government sector and other concerned parties including communities. Because the company realizes that support from stakeholders will enable the company to compete and generate profit, which is part of being successful in the long term.
Board of Directors recognizes an importance of information disclosure with completeness, accountability both in financial and general I including significant information effecting market of the share by issuing such information to the investors and stakeholders to all channels of the Stock Exchange of Thailand.
Regarding to the Investor Relation, the company has not yet set up an investor relation office since the Investor Relation activity is still small, but assigned Market Manager to communicate with the investors, institutes, shareholders as well as analysts and stakeholders. The investors can access the information through the company secretary at Tel no. 02-703-4444 or via website: www.gmsauce.com
For more convenience to shareholders, sauce has set up the "shareholders" menu on company website since 2007 (In 2011 change to "Investor Relation").
Invitation letter for attending the annual general meeting of shareholders has been disclosed in advance one month prior to meeting date on company’s website at “ Investor Relation” Menu. Shareholders will have opportunity to received information before the meeting adequately. They con propose the additional agenda to the shareholders meeting according to the time provided by the company.
The company’s Board of Directors is comprise of qualified persons who posses knowledge, abilities and experience which are beneficial to the company. The election of Board members follows the resolutions of the Shareholder’s Meetings, as well as the rules, regulations and the company’s Articles of Association. The number of directors is appropriate to the company’s business operations.
The Board of Directors has 9 members comprise of:
- 4 Executive Directors, equal to 44.44% of the Board member
- 2 Non-Executive Directors, equal to 22.22% of the Board member
- 3 Independent Directors, equal to 33.33 % of the Board member
(Two Independent Directors have adequate expertise and experience to review creditability of the financial report.)
The Board has set up an Audit Committee to monitor the business operation.
5.3 Board of Director’s Duties and Responsibilities
5.4 Board of Directors’ Meetings
The Board of Directors set periodical meetings in February, March, May, August, and November. Special meeting can be called as required. The agenda is clearly set in advance and including the review of operation.
The secretary issues invitation with agenda and information 7 days in advance. A regular meeting consumes 2.5-3 hours. In 2014, there are 5 regular meetings with all the directors attend except Mr. Bancha Winyarat Attened 3 out of 5 Board of Meeting in 2014 Director’s Meeting (business trip overseas.
5.5 Remuneration for Directors and the Management
Remuneration for Directors: On approval by the Annual General Meeting of the shareholders, the Company set the remuneration for Directors and additional salary for the Audit Committee.
Remuneration for the Management: The Board set the remuneration for the Management. The Executive Director will have salary and bonus in addition to the remuneration.
The Company has provided all remuneration for Directors and the Management for the year 2014 as follow:
*Salary / bonus / consultant / contribution to provident fund / contribution to social security fund / perdium
|จำนวน 9 คน|
|ค่าตอบแทนกรรมการ: 4,300,000.00 บาท|
|เงินเดือน+โบนัส+อื่น ๆ: 11,214,074.00 บาท|
|รวม: 15,514,074.00 บาท|
|จำนวน 5 คน|
|เงินเดือน+โบนัส+อื่น ๆ: 7,975,326.00 บาท|
|รวม: 7,975,326.00 บาท|
|จำนวน 14 คน|
|ค่าตอบแทนกรรมการ: 4,300,000.00 บาท|
|เงินเดือน+โบนัส+อื่น ๆ: 19,189,400.00 บาท|
|รวม: 23,489,400.00 บาท|