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Corporate Governance


1. Company’s Corporate Governance Policy
           The Company is committed to conducting its affairs efficiently, in accordance with principles of good corporate governance, managing its business responsibly, transparently, fairly and verifiably so as to build trust among shareholders, investors and all other stakeholder groups, thus enhancing the growth and stability of the business.
           The Board of Directors has therefore established a policy and guidelines on good corporate governance and a Code of Conduct to assist Directors, executives and employees in their work. The Audit and Corporate Governance Committee oversees compliance with these policies and guidelines and evaluates the performance of the Board of Directors, executives and employees in adhering to them, as well as keeping the guidelines under constant review to ensure that they are appropriate to the Company’s business and in accordance with principles of good corporate governance, making proposals to the Board of Directors for such additions or amendments as it may consider necessary or desirable.

2. Board Committee
           The Board of Directors has established four Committees: the Audit and Corporate Governance Committee, the Executive Committee, the Risk Management Committee and the Nomination and Remuneration Committee, to assist in studying details and screening depending on the requirements of the situation and to share the Board’s burden of duties and help it to give clearer consideration to the various matters coming before it in accordance with principles of good corporate governance. For a list of names of Directors, their powers and duties and other information on each Committee, please refer to the details on the structure of the Board of Directors and the heading List of Names of Directors in Form 56-1 and the Company’s Annual Report.

3. Criteria for Appointment of Board of Directors and Administrators
  • Independent Directors
  •            The selection process for Independent Directors can be seen in the heading concerning criteria for selection of Directors and Administrators. Independent Directors must have qualities in accordance with the Company’s definition of Independent Director which in turn is in accordance with that of the SEC, as follows.
    Characteristics and definition of independent director of Thai Rung Union Car Plc 1.   Does not hold more than 1% of the total number of voting shares in the parent Company, or of any of its subsidiaries or joint venture companies or in any entity likely to give rise to a conflict of interest, shares held by related persons to be included in the calculation in accordance with directive 258 of the Securities Act.
    2.   Does not take part in administering the work, is not a contractor or an employee or consultant in receipt of a regular salary and is not in a position to exert control over the Company, its subsidiaries, joint ventures or fellow-subsidiaries or on any entity likely to give rise to a conflict of interest (at present, and in the two years prior to his appointment.)
    3.   Does not have business dealings with the Company:
          3.1 Is not an auditor of the Company.
          3.2 Does not provide other professional services to the Company such as legal or financial consultancy or appraisal worth more than Bt.2m per year.
          3.3 Does not have habitual related party transactions by way of rent or lease, whether as lessor or lessee, of real estate, or concerning assets/services or the receipt or provision of financial assistance with a value exceeding Bt.20m or 3% of NTA, whichever is the lower, including transactions carried out in the one year prior to the carrying out of any given transaction.
               He must not have business relations as defined in 3.1 to 3.3 above at present, nor in the two years prior to his appointment except where there is necessary and proper reason and in any case not continuously or constantly. An Independent Director or Audit Committee Member may have relations that go beyond those stipulated while performing his office, but only after obtaining the unanimous prior approval of the Company’s Board of Directors and subject to the relationship being disclosed per Form 56-1, in the Annual Report and in the letter of invitation to the Shareholders’’ Meeting in the event that the Shareholders' Meeting is to be asked to renew the term of office of the Independent Director or Audit Committee Member concerned.
    4.   Is not related by blood or marriage to (i.e. is not the father, mother, spouse, sibling or child of or the spouse of a child of an Administrator, major shareholder or other person in a position of authority or candidate as Administrator or person in a position of authority of the Company or any of its subsidiaries.
    5.   Has not been appointed to represent a Director or major shareholder or other shareholder that is a related party to a major shareholder.
    6.   Does not have any other characteristic limiting his independence.
    7.   An Independent Director having the characteristics set out in points 1 to 6 above may be given powers by the Board of Directors to decide on matters involving the Company, its subsidiaries, its joint ventures or fellow-subsidiaries or entities likely to have a conflict of interest on a collective decision basis
    8.   The term of office of independent Directors shall not exceed nine (9) years counting from the date of the Ordinary General Meeting of Shareholders held in April 2018. The Board may propose to the General Meeting of Shareholders that it appoint such Directors to a further term of office, but in such case they shall lose their status as independent directors.

  • Business dealings or professional services between Independent Directors and the Company
  • During the year 2018 no Independent Director had any business relations with or provided professional services to the Company, its subsidiaries or joint ventures or juristic persons with possible conflicts of interest for a value exceeding that stipulated in the SEC’s recent announcement regarding application for and granting of authorisation to offer new shares for sale.

  • Nomination of Directors and Administrators
  •            The Nomination and Remuneration Committee is responsible for proposing suitably qualified candidates from a variety of professional backgrounds for the position of Director. Such candidates must have knowledge, capabilities and experience, and both hard and soft skills that contribute to administering the Company’s business efficiently, as well as leadership qualities, breadth and depth of vision and a proven track record of integrity and transparency, and be able to devote sufficient time to the Company. Account is also taken of any knowledge or skill that might be lacking on the Board so as to ensure that it can formulate its strategies and policies and operate effectively in accordance with them, and of whether such skills are in line with the Company’s business strategy. Use will also be made of the “Director Pool” database from the membership directory of the Thai Institute of Directors (IOD).
               In fairness to shareholders Independent Directors must have qualities in accordance with the Company’s definition of Independent Director which in turn is in accordance with that of the SEC (details of the Company’s definition of Independent Director can be seen under the heading concerning “Criteria for Appointment of Independent Directors”)
               In order to ensure that each Director is able to devote sufficient time to his or her duties, the Company’s Board of Directors has established that no Director should occupy a position as director with more than four (4) other listed companies. This does not include subsidiaries, group companies or joint ventures in the control or management of which the Company needs to be involved. Finally the individual must not possess any of the qualities or characteristics prohibited by the Listed Companies Act.
  • Rights of minority shareholders regarding the appointment of directors
  • The Company has extended the opportunity to shareholders to put forward suitable names to be considered for nomination as Directors of the Company in advance, in accordance with criteria laid down by the Company and published through the SET and the Company’s website, for the Nomination and Remuneration Committee to first consider the qualities of those put forward as possible Directors or Independent Directors of the Company, prior to submitting selected names to the Company’s Board of Directors, which in turn proposes appointments to the General Meeting of Shareholders.
  • Appointment of directors
  • The appointment of each director must be approved by simple majority of votes of those shareholders present or duly represented at the meeting and in possession of voting rights, as follows:
    1.   Each share confers the right to one vote.
    2.   Each shareholder who votes must use all his votes as per (1) above for a single individual or for a number of individuals together, but may not allocate votes individually.
    3.   The individuals receiving the highest number of votes will be selected in descending order for appointment as Directors of the Company depending on the number of Directors to be appointed on each occasion. In the event that two candidates receive the same number of votes and that appointing them both would lead to exceeding the required number of Directors, the Chairman of the meeting shall exercise a casting vote.
    4. Corporate governance of subsidiaries and joint ventures
          1) Corporate governance mechanism for subsidiaries and joint ventures The Company has a policy for investing in and managing its subsidiaries and joint ventures, investing in businesses that support and benefit the Company’s business, underpin its stability and generate future income The Company’s Board of Director assigns individuals to represent the Company as directors, managers or controllers in these companies, at least in proportion to its shareholding to ensure that subsidiaries and joint ventures work in accordance with policies and are efficient and transparent
          2) Shareholders’ agreements on the management of subsidiaries and joint ventures Depending on the shareholding proportions and the agreements, the Company may control the subsidiary and fully consolidate it, or simply take the share of profit or loss that corresponds to the percentage sharehold

    5. Control of internal information
          The Company is acutely aware of the importance of safeguarding the confidentiality of internal information and therefore has strict policies guarding against the use by Directors and employees of internal information for their personal benefit. Important internal information is revealed only to individuals directly concerned, such as auditors or legal counsel. The Company releases information to shareholders only as and when appropriate.
          The Company is acutely aware of the importance of safeguarding the confidentiality of internal information and therefore has strict policies guarding against the use by Directors and employees of internal information for their personal benefit, as per the following two Company announcements:
          - Announcement 8/2017 on “Policy on disclosure of important internal information” which establishes criteria concerning:
               1) the meaning of “important internal information”
               2) persons empowered to disclose important internal information
               3) means of disclosing important internal information
          - Announcement 9/2017 on “Control of use of internal information likely to influence the Company’s share price (insider trading)” in accordance with the Board resolution that “Directors, executives and employees (together with their spouses and minor children) who are involved in preparing the financial statements or other important internal information or have knowledge of such information as might influence the Company’s share price are prohibited from buying or selling securities issued by the Company during the fourteen (14) days prior to publication of the Company’s financial statements or other internal information to the SET and the twenty-four (24) hours after such publication of the financial statements or disclosure to the SET” The Company will inform Directors, executives and employees five business days in advance of the aforementioned close periods.
          The Company has also informed them of their obligation to report their shareholdings in the Company and those of their spouses and of any children who are still minors, including the reporting of any changes in their shareholdings to the SEC and the SET in accordance with article 59, subject to penalties for non-compliance as per article 275 of the Securities and Stock Exchange Act 1992, and has assigned the Share Register and Investor Relations Department to inform them in advance of the periods during which they should refrain from trading in securities each quarter. The Company has set out the basic principles of control of internal information in the form of an article in the Company’s code of business ethics, to ensure that all employees adhere to them.
          The Company has established that Directors and executives who are obliged by law to report their shareholdings must send copies of these reports to the Company Secretary within three business days each time there is a change in their shareholding, and has further determined that changes in shareholdings of Directors and executives be reported every quarter to the Board of Directors.
          The Board of Directors has resolved that Directors and Administrators who are obliged by law to report their shareholdings must submit these reports to the Company’s secretary within three days, each time, and further determined that shareholdings of Directors and Administrators be reported every quarter to the Board of Directors. Additionally, the Company’s Board of Directors requires Directors and senior executives to submit a Form for Reporting Interests of Directors and Executives, reporting to the company any interests of their own or of related persons that relate to their administration or management of the business of the Company or its subsidiaries, pursuant to Section 89/14 of the Securities and Exchange Act of 2008 and SEC Announcement Thor Jor 2/2009. The report must be submitted whenever there is a change in circumstances and in any case annually as at 1 July, the information to be sent each time to the Company Secretary with copies of the report to the Chairman and to the Chairman of the Audit and Corporate Governance Committee to provide assurance that Directors and senior executives are performing their duties with due care and integrity (fiduciary duties) and taking decisions without being interested parties, whether directly or indirectly and discharging their duties in the best interests of the Company and its shareholder

    6. Auditors’ Remuneration
     a) Audit fees
          Audit fees paid to ANS Audit Co Ltd by the Company and its subsidiaries in 2018 were as follows, with comparative figures for 2018.

    Company 2018 2017
    Thai Rung Union Car Plc.     1,300,000     1,300,000
    Thai V.P. Auto Service Co Ltd     252,000     252,000
    Thai Rung Tools and Dies Co Ltd     295,000     295,000
    Thai Auto Pressparts Co Ltd     474,000     474,000
    Thai Ultimate Car Co Ltd     238,000     238,000
                Total     2,559,000     2,559,000

     b) Non-audit fees
          Non-audit fees paid to ANS Audit Co Ltd by the Company and its subsidiaries in 2018 were as follows, with comparative figures for 2017.

    Item Payer 2018 2017
    Other service charges* *     Company     165,250     143,770
    Other service charges *     Subsidiaries     139,633     184,989
    Special service fees in accordance
    with BOI instructions
        Thai Rung Union Car Plc.     60,000     -
        Thai Auto Pressparts Co Ltd     55,000     55,000
        Thai Rung Tools and Dies Co Ltd     50,000     50,000
       Total     469,883     433,759

          Notes Other service charges such as travelling, accommodation, telephone and photocopying expenses, cost of binding for Financial Statements, files, etc., invoiced as incurred.

    7. Adaptation of the Corporate Governance Code for Listed Companies 2017
    The Board of Directors has instructed that a process be put in place for reviewing the adaptation of the Corporate Governance Code for Listed Companies 2017 to the business context at least once a year. If there are any headings that it has not been possible to put into practice or that have not yet produced the desired results, the Audit and Corporate Governance Committee is assigned to draw up a development plan and follow up on the matter.

    8. Application of principles of good corporate governance in various other areas
          The Company is committed to applying the principles of corporate governance on an ongoing basis to the running of the Company’s business. Thanks to this the Company was assessed as ‘Excellent’ for many previous successive years joint SEC-TIA (Thai Investors Association) ‘AGM check-list’ and ‘Excellent’ in 2018 by the Thai Institute of Directors’ ‘Corporate Governance Report of Thai Listed Companies.’ The Company’s policy is to continue improving the standard of corporate governance.
          In 2018 the Company’s Board of Directors decided to review the corporate governance policy, and drew up a new, written Guide to Corporate Governance and Code of Conduct which was distributed to the Company’s directors, executives and employees with instructions that it be strictly complied with. From now on the Board of Directors will conduct an annual review of the corporate governance policy.
          In 2014 the Company announced its intention of joining Thailand's Private Sector Collective Action Coalition against Corruption. In 2017 its membership was confirmed and it won the Thai Chamber of Commerce Business Ethics Standard Test Award, confirming the Company’s transparency in conducting its business ethically, with integrity, and on the basis of opposing and combating corruption in any form.

    1. Shareholders’ Rights
    The policy laid down by the Board of Directors is to support, promote, facilitate and equitably safeguard all shareholders’ basic rights, including the right to receive adequate and timely information from the Company in appropriate form to help them with their decisions, the right to attend shareholders’ meetings and to vote on proposed resolutions on important policy changes, the appointment and removal of Directors, the appointment of auditors and the establishment of their remuneration, appropriation of the Company’s profits, equitable treatment in case of share buybacks, authorisation of significant transactions affecting the direction of the Company’s business operations, amendments to the Company’s Memorandum or Articles of Association, capital increases and decreases and the authorisation of special transactions, the right to propose agenda items in advance, to propose individuals for appointment as Directors and freely to express their opinions in shareholders’ meetings, each shareholder having the same number of votes as the number of shares held, there being no shares conferring special rights and no shareholders with rights over and above the basic rights referred to above. The Company has a policy of accommodating shareholders and attending to their convenience, as per the following examples.
    1.1   The Company’s Board of Directors has determined that an Annual General Meeting of Shareholders be held each year within four months of the close of business of the previous accounting year, and that the Company inform not less than 14 days in advance of each shareholder’s meeting, the Company issues a call notice in both Thai and English stating the time, date, place and agenda of the meeting and providing relevant information together with the Directors’ opinion on each agenda item so as to give shareholders sufficient opportunity to study the information in advance of the meeting. The call notice is also posted on the Company’s website at least 30 days in advance, so any additions to the agenda can be made well in advance, avoiding last-minute changes.
    1.2   The Company gives shareholders the opportunity of querying information relating to agenda items or of submitting questions to the Company not less than 14 days in advance of the meeting by e-mail (omd_ir@thairung.co.th) or fax (02-812-0844), to promote shareholders’ opportunities to express their opinions to the Company.
    1.3   The Company endeavours to make it as convenient as possible for shareholders to exercise their rights at shareholders’ meetings, arranging meetings on business days at the Company’s head office in Bangkok which is conveniently located and well connected. It has adopted the barcode system to speed up the processes of registering attendants and counting votes and prepares revenue stamps for shareholders’ use in granting proxies for their greater convenience.
    1.4   The Company hands out voting cards for each agenda item and uses a barcode system to count the votes. Before the meeting starts, all rules and procedures governing the meeting are announced and clearly explained, including the method used to count shareholders’ votes on each agenda item. For proposed appointments of Directors there is a card for each individual candidate, allowing shareholders to vote on each individual separately. Information on individuals to be proposed for appointment as Directors is disclosed in the letter of invitation to the shareholders’ meeting, the information comprising name, photograph, age, academic record and Directors’ training courses, work experience and shareholding in the Company, for shareholders to study before reaching a decision. All the cards are collected and retained as verifiable evidence and the vote counting is overseen by an external legal consultant or volunteer shareholders acting as scrutineer.
    1.5   Throughout the meeting shareholders are welcome to express their opinions and to ask questions, all of which are answered. Complete and accurate minutes are taken of each meeting, which is also recorded on video and published on the Company’s website so that shareholders unable to attend the meeting can view it subsequently.
    1.6   The Company’s Board of Directors attaches great importance to shareholders’ meetings, and all Directors endeavour to attend all such meetings, particularly the Chairman of the Board of Directors and the Chairmen of the various committees, so as to facilitate questions and answers on matters relating to each.
    1.7   After each meeting the Company reports the resolutions passed, together with clear details of the voting on each agenda item, to the SET and on its website on the following business day and sends a full report of the meeting to the SET within 14 business days, also publishing this report on its website for shareholders to examine.

     

    2. Equitable Treatment of Shareholders
    he policy of the Company’s Board of Directors is to treat all shareholders equally and fairly so as to safeguard their basic rights.
    2.1 Details of treatment of shareholders
             2.1.1 The Company accommodates shareholders who are unable to attend in person by allowing them to appoint another person as proxy or to appoint one of the Company’s independent directors to act as proxy by sending the proxy form to the Company in advance of the meeting. The Company’s Board of Directors accommodates shareholders who are unable to attend meetings in person, enabling them to vote by proxy. The Company also makes available the name of at least one independent Director whom shareholders have the option of appointing as their proxy, and provides as part of the letter of invitation to the meeting, information on each one, comprising name, age, address, positions held, academic record, work experience, shareholding in the Company and whether the Director is an interested party with regard to any particular agenda items. The Company makes available a form of proxy which enables shareholders to give instructions on how votes are to be cast on each item; however shareholders are free to use any form that complies with the criteria published by the Department of Business Development of the Ministry of Commerce.
             2.1.2 The Company has established criteria and procedures for extending the opportunity to minority shareholders to put forward names of suitable individuals to be considered for nomination as Directors of the Company and to propose agenda items for ordinary general meetings of shareholders in advance, in the period from October to December each year, in accordance with the criteria laid down by the Company and published through the SET Community Portal (SCP) and the Company’s website.
    2.2 Prevention of Conflicts of Interest
             2.2.1 The Company’s Board of Directors requires the top four Directors and senior executives counting from the Chairman to submit a Form for Reporting Interests of Directors and Executives, reporting to the company any interests of their own or of related persons that relate to their administration or management of the business of the Company or its subsidiaries, pursuant to Section 89/14 of the Securities and Exchange Act of 2008 and Announcement Thor Jor 2/2009. The report must be submitted whenever there is a change in circumstances, and in any case annually as at 1 July, the information to be sent each time to the Company Secretary with copies of the report to the Chairman of the Board and to the Chairman of the Audit and Corporate Governance Committee to provide assurance that Directors and senior executives are performing their duties with due care and integrity (fiduciary duties), taking decisions without being interested parties, whether directly or indirectly, and discharging their duties in the best interests of the Company and its shareholders.
             2.2.2 As regards any future Related Party Transactions the Company will act in accordance with all relevant laws, and with all relevant orders, proclamations and regulations of the Stock Exchange of Thailand, including regulations regarding the disclosure of information on Related Party Transactions and on the acquisition or disposal of significant assets by the Company as follows:
                - In the event that, the size of the transaction having been calculated in accordance with Stock Exchange of Thailand criteria, it transpires that the transaction requires approval by the Board of Directors, the transaction must be submitted to the Board of Directors for consideration. In the event that the Audit Committee disagrees, the proposal can nevertheless be placed before the Board and an appropriate record made in the minutes.
                - In the event that, the size of the transaction having been calculated in accordance with Stock Exchange of Thailand criteria, it transpires that the transaction requires approval by a meeting of shareholders, then the transaction must first be submitted to the Audit and Corporate Governance Committee for consideration and, if approved, onward submission to the Board of Directors, which in turn will, if approved, propose it to a meeting of shareholders.
             2.2.3 In meetings of the Board of Directors or of shareholders, any Director, senior executive or shareholder who is an interested party in any agenda item must disclose to the meeting information on his or her own interest and that of related persons, and will not be entitled to vote on that particular agenda item, so that the meeting can consider transactions that might involve conflicts of interest and reach decisions in the overall best interests of the Company.
    3. Stakeholders
    The Board of Directors attaches importance to dealing with all its stakeholders, such as shareholders, employees, customers, suppliers, creditors, competitors, joint venture partners, the community, society and the environment, with sincerity, honesty and impartiality. The Board of Directors has produced and issued to all Directors, executives and employees a written Code of Conduct to which they must adhere in performing their duties in accordance with the Company’s mission, as follows.
    3.1   Policy and guidelines for dealings with stakeholders
             - Shareholders: the Company attaches great importance to its shareholders, and carries on its business with sincerity, integrity and fairness, treating all shareholders equitably, for the greater benefit of all concerned.
             - Employees: the Company firmly believes that its employees constitute the organisation’s most valuable resource, and is therefore determined to recruit and look after good people with know-how, capability and integrity, and also focuses on developing individuals’ potential to help employees advance, while providing them with appropriate and fair remuneration and various welfare benefits aimed at promoting a cooperative work atmosphere in which initiative and creativity can thrive to the benefit of the organisation. Apart from this it also attaches importance to treating its employees and contractors fairly and to their health and safety and appropriate working environment.
             - Customers: The Company is devoted to and responsible to its customers, supplying them with quality standard goods and respecting their confidentiality, earning and building on their trust, which is an important factor in the success of the Company’s business, treating them courteously and with humility and constantly seeking ways to meet their expectations, boosting efficiency and thus customer satisfaction.
             - Trading partners/creditors: the Company deals equitably and fairly with its suppliers and creditors on the basis of mutually beneficial arrangements in the Company’s best interests. It has systems in place for selecting suppliers and contractors providing assurance that its dealings with suppliers will be in accordance with agreements or commercial conditions and that its financial borrowings, repayments and guarantee transactions are all in accordance with terms and conditions agreed with creditors.
             - Commercial competitors: the Company operates within a framework of fair competition, does not seek to obtain confidential information of competitors by unfair or inappropriate means or to harm competitors’ reputations by making baseless accusations.
             - Joint venture partners: the Company respects the rights of its joint venture partners, deals with them fairly in all respects and cooperates fully with a view to ensuring that the joint venture achieves its objectives.
             - Community, society and environment: the Company’s policy is to conduct its business in accordance with principles of corporate social responsibility (CSR), aiming to build good relations based on mutual acceptance and trust, taking account of its possible effects on all stakeholder groups, attaching importance to activities in support of society and conscientiously taking care of the community in which it operates, while at the same time cultivating an attitude and corporate culture such that its employees play an active part in implementing its corporate social responsibility policy.
    3.2   The Company has established a policy on the use of Company resources and assets and intellectual property (the Corporate Assets Policy), which seeks to promote the correct use by executives and employees of goods and services subject to copyright, patent or trade mark and urges them to avoid supporting or condoning any product or action that infringes intellectual property law. It further exhorts them to pay attention to the efficient use of resources such as raw materials and energy such as electricity, water, gas and compressed air used in the production processes so as to reduce both costs and the environmental impact, and to make efficient use of the Company’s assets so as to enhance competitiveness and service to customers. To this end it has established guidelines in the “Guide to Corporate Governance and Code of Business Ethics”, urges employees to give importance to the environment and work together to help take care of it, starting with the environment within the Company, through campaigns to save electricity and water, reduce the quantity of paper used by means of re-use and increased use of electronic communication and constantly monitors compliance with the policy in the productivity enhancement working systems meeting.
    3.3    The Company attaches importance to care of the environment and energy saving and gas established an Energy Management working group to oversee implementation of the Company’s energy saving policy. The Energy Management working group reports quarterly on progress to the productivity enhancement working systems meeting.
             In 2018 the Company carried out the following major energy-saving projects:
             1. Installation of 994.50 kW solar roof panels, which will save some Bt.3.7 million a year
             2. Changeover from fluorescent to LED light bulbs involving a total of 716 bulbs which will save about 25,602 kWh of electricity per year representing approximately Bt.100,000 a year
             3. Project to install inverter drive for cooling tower pump and air compressor, which will save about 54,000 kWh of electricity a year or Bt.210,000 a year in money terms.
    3.4   The Company strives to combat corruption and to raise employees’ awareness and ensure that they all perform their duties transparently and with integrity. The Company has established a policy and guidelines on measures to protect against corruption in the form of giving or accepting gifts or any other benefits as an inducement to do anything dishonest, unlawful or against the Company’s interests. The Company issued an announcement and held a meeting in which it required all directors, executives and employees to comply strictly with the policy.
    3.5   The Company has made arrangements for channels of communication to enable it to receive opinions and suggestions from all stakeholder groups, with a view to improving and developing its products, services and organisation, making it stable and able to compete successfully in the long term. Stakeholders can report any cases of corruption, unlawful actions or acts in breach of the Company’s codes or policies or other matters direct to the Audit and Corporate Governance Committee or Company secretary as follows:
              1) Audit and Corporate Governance Committee
             E-mail Address: auditcommittee@thairung.co.th
             Post: Chairman of the Audit and Corporate Governance Committee,
             Thai Rung Union Car Plc,
             304 Ma Charoen Road, Khwaeng Nongkhangphloo,
             Khet Nong Khaem, Bangkok 10160
              2) Company Secretary (Assistant Managing Director, Khun Sakchai Komgris)
             E-mail Address: sakchai@thairung.co.th
             Tel. 02-420-0076 ext. 104, 251, 333
             Post: Company Secretary,
             Thai Rung Union Car Plc
             304 Ma Charoen Road, Khwaeng Nongkhangphloo,
             Khet Nong Khaem, Bangkok 10160
             3) The Company’s website: www.thairung.co.th “Contact the Company”
             Details of methods and channels for reporting can be found in section 2 “Whistleblower Policy: fair treatment and protection of employees or stakeholders who report cases of corruption or unlawful actions” of the Company’s Code of Conduct. In 2018 there were no reports of corruption or unlawful actions.
    3.6   The Company has a policy and mechanisms to protect the anonymity of informants and complainants, who indeed do not even have to reveal their names to the Company if they do not wish to do so, and the Company keeps the information confidential. Informants can thus feel confident that there will be no repercussions from their actions. The Company charges the Audit and Corporate Governance Committee with investigating the information or complaint and reporting direct to the Board for appropriate action to be decided on. Details of the procedure when such reports or complaints are received and measures for protecting whistleblowers can be found in section 2 “Whistleblower Policy: fair treatment and protection of employees or stakeholders who report cases of corruption or unlawful actions” of the Company’s Code of Conduct.
    3.7   The Company attaches importance to playing a useful role as regards the community, society and religion, for example through financial or material donations in support of various charitable organisations, granting scholarships every year to children of the Company’s employees and pupils of schools located near the Company, supporting the Buddhist religious clubs in the Company, arranging important religious activities in the Company on an ongoing basis throughout the year.
    3.8   The Company pays close attention to the health and safety of all its employees concerning its policies on safety and health at work and the work environment, for all employees to cooperate in strict observance.
    3.9   The Company attaches great importance to its employees, who constitute one of its most important resources. It has a policy of looking after its employees consistently, and has arranged to provide various appropriate welfare benefits such as buses to transport workers to and from the factory, a canteen, uniforms, accident insurance, annual health checks, a clinic and a library. as well as short- and long-term remuneration, and to enable them to save and provide for their retirement the Company has established a provident fund and arranges both reserve funds and contributions, with benefits paid to employees.
    3.10   The Company has made arrangements for channels of communication to enable it to receive opinions and suggestions from its employees. One example is the employee suggestion scheme, in which each employee has a target of 12 suggestions per year, and suggestions go straight from the suggestion box to the Managing Director.
    4. Disclosure and Transparency
    The Company’s policy is to conduct its business in a transparent and verifiable manner and to disclose complete, accurate and timely financial and non-financial information on the business, its results and future prospects in both English and Thai to all interested parties through easily accessible and reliable channels

    4.1   The Company has set up a ‘Share Register and Investor Relations Department’ within the Office of the Managing Director. The duties of this department are to disclose correct, complete, transparent information, whether financial or of a general nature, and it is also responsible for communicating with outside parties such as

    shareholders, institutional and other investors, analysts and relevant government departments in a fair and equitable manner. Investors can request further information about the Company by contacting: Share Register & Investor Relations Department, Office of the Managing Director
               Tel: 0-2420-0076 ext. 321 or 359,
               Fax: 0-2812-0844
                e-mail: naiyana@thairung.co.th or omd_ir@thairung.co.th
               or by visiting the Company’s website: http://www.thairung.co.th

    4.2   The Company discloses information in accordance with the criteria established using the Stock Exchange of Thailand’s SET Community Portal (SCP) system, by way of Form 56-1 for the disclosure of annual information, as well as submitting its Annual Report and disclosing important information in both Thai and English on the SET

    Community Portal (SCP) and on the Company’s website.

    4.3   The Board of Directors discloses the roles and duties of the Board and of the various Board Committees and the number of times the Board and each committee met during the year and individual attendance records, including shareholder’s meetings, in Form 56-1 for annual information and in the Company’s Annual Report. (For details please refer to Management Structure and Number of Board Meetings held and individual Directors’ attendance record)

    4.4   In accordance with Section 89/14 of the Securities and Exchange Act and SEC Announcement Thor Jor 2/2009 which came into force on 1 July 2009, the Company requires its Directors and top four executives of the Company starting with the President to report to the Company any interests of their own or of related persons that relate to their administration or management of the business of the Company or its subsidiaries in every times that have changed information and at least once a year, on 1 July of every year, so that the Company shall have the necessary information for proceeding in accordance with rules regarding related party transactions where conflicts of interest might arise to the detriment of the Company and its subsidiaries.

    5. Responsibilities of the Board of Directors
    The Company’s Board of Directors is well aware of the important role it plays in controlling and monitoring business for the greatest possible good of the Company, its answerability to shareholders for the consequences of its actions in carrying out its duties and the importance of its operating independently of management.
    5.1   Structure and Organisation of the Board of Directors
    5.1.1   The Board is composed of a number of Directors appropriate to the size of its business, but in any case not fewer than five, of whom at least one third, and in any case not fewer than three, must be independent Directors. Directors are appointed and removed by the General Meeting of Shareholders. The term of office is three years, and there is no limit on the number of terms of office a Director may serve. At present, the Board of Directors of the Company consists of eight persons consist of five independent directors or 50% of total Board member
    5.1.2   Directors’ Characteristics: Directors must be knowledgeable, capable and ready to perform their duties, and must have the following characteristics:
              1) must not be subject to any of the prohibitions deriving from the Public Limited Companies Act or regulations of the Securities and Exchange Commission
              2) must have knowledge, expertise and working experience appropriate to the Company
              3) must be able to devote sufficient time to the Company, especially for important decisions
              4) must be of undoubted integrity and possess such other qualities as the Company may deem appropriate
    5.1.3   Holding of position as director in other listed companies In order to ensure that each Director is able to devote sufficient time to his or her duties, the Company’s Board of Directors has established that no Director should occupy a position as director with more than four (4) other listed companies. This does not include subsidiaries, group companies or joint ventures in the control or management of which the Company needs to be involved.
    5.1.4   Characteristics of independent Directors: independent Directors must conform to the Company’s definition of independent Director which is as established by the SEC. (details as per heading re Independent Directors). Every independent director must be appropriately qualified in a branch of professional activity that is relevant to the conduct of the Company’s business and in line with its business strategy.
    5.1.5   Term of office of independent Directors The Company’s Board of Directors has established that the term of office of independent Directors shall not exceed nine (9) years counting from the date of the Ordinary General Meeting of Shareholders held in April 2018. The Board may propose to the General Meeting of Shareholders that it appoint such Directors to a further term of office, but in such case they shall lose their status as independent directors.
    5.1.6   Diversity of Directors (Board skill Matrix): the Board of Directors has established a policy of diversity for the Directors of the Company. Directors must come from a variety of professional backgrounds with different qualifications needed for the effective governance of the Company. They must have knowledge, capabilities and experience, and both hard and soft skills that contribute to administering the Company’s business efficiently. In selecting new directors consideration will be given to such necessary skills as may be lacking in the Board of Directors and are in line with the Company’s business strategy, and use will also be made of the “Director Pool” database from the membership directory of the Thai Institute of Directors (IOD).
    5.1.7   The President cannot be the same person as the Managing Director. The Board of Directors has clearly defined the President and Managing Director’s powers and duties so that no single person has unlimited power. (For details please see re Company Administrators) This arrangement makes for better checks and balances and control.
    5.1.8   The Board of Directors has appointed a Company Secretary to perform the duties of setting up and maintaining a register of Directors, arranging letters calling Board meetings, minutes of Board meetings, letters of invitation to and minutes of shareholders’ meetings and to keep records of Directors’ and executives’ interests and perform such other duties as may be established by securities legislation. The Company Secretary must be a person whom the Board find suitable, with the necessary legal knowledge and competence and the ability to conduct corporate secretarial matters in accordance with the law, Articles of Association and other relevant regulations and to take responsibility for taking care of corporate governance matters.
    5.2 Role, Duties and Responsibilities of the Board of Directors
    5.2.1   The Board of Directors’ powers, duties and responsibilities involve deliberating on, approving and acting on various matters. Details can be found in Form 56-1 and in the section headed “Management Structure” of the Annual Report.
    5.2.2   The Board of Directors plays a part in establishing the Company’s vision, mission and business strategies and reviewing them at least once every year, as well as monitoring and overseeing constant compliance with the strategies laid down on a quarterly basis and also in ensuring independently that management proceeds in accordance with work plans efficiently and effectively for the overall benefit of the Company and its shareholders. In addition the Board establishes internal control systems and an effective internal audit, and constantly monitors them through meetings of the Audit and Corporate Governance Committee and Board meetings.
    5.2.3   The Board of Directors has established written corporate governance policies and a Code of Ethics, and it reviews these policies and monitors compliance with them constantly.
    5.2.4   The Board of Directors has established guidelines for the careful consideration of transactions involving possible conflicts of interest for the Company and its shareholders, whereby anyone having an interest in any agenda item must disclose such interest to the meeting, and foregoes the right to take part in deciding on that item.
    5.2.5   The Company’s Board of Directors attaches considerable importance to risk control and management systems, and has accordingly established a Risk Management Committee to establish duties and policies and a framework for managing the Company’s overall risk situation, covering the various risks that might affect the Company’s results and reputation, as well as establishing an internal audit department to ensure that basic working practices and important financial transactions are conducted in accordance with established guidelines and in an efficient manner. In order to make sure that the internal audit department can perform properly and independently, the Board has instructed it to report direct to the Audit and Corporate Governance Committee.
    5.3 Board Committees
    5.3.1   The Board of Directors has established four Committees: the Audit and Corporate Governance Committee, the Executive Committee, the Risk Management Committee and the Nomination and Remuneration Committee, For a list of names of Directors, their powers and duties and other information on each Committee, please refer to the details on the structure of the Board of Directors and the heading List of Names of Directors in Form 56-1 and the Company’s Annual Report.
    5.3.2   The Chairman of The Board cannot be the chairman or a member of a Board Committee, and a majority of the members of each Committee must be Independent Directors. The chairmen of the Audit and Corporate Governance Committee and the Nomination and Remuneration Committee must also be Independent Directors in the interests of transparency and to ensure that they can perform their duties independently.
    5.4 Board Meetings
    5.4.1   The Company’s Board of Directors establishes a schedule of Board meetings in advance for each year. Meetings take place at least once a quarter, with additional special meetings being held as and when necessary, so that in any case there are at least six meetings in total during the year. The Company informs all Directors in advance of the schedule of meetings referred to above so as to enable them to plan their time and make themselves available for the meetings. Directors attach great importance to Board meetings and endeavour always to attend. In 2018 the Bard met six times. The overall attendance rate for the year was 97%. Letters of invitation are sent at least seven days in advance clearly setting out the agenda and the Office of the Managing Director sends the Board papers for Directors to study not less than five days before each meeting. Each Director is free to suggest topics for the agenda, and to request additional information from the Managing Director or the Company Secretary.
    5.4.2   At meetings of the Company’s Board of Directors, the Chairman of the Board ensures that sufficient time is made available for Directors to discuss important problems thoroughly together, and the Managing Director always invites senior executives to attend Board meetings in order to provide additional detailed information to the extent that it is directly relevant to problems. One of the items on the agenda at all regular quarterly meetings of the Board is the following up of outstanding issues. Directors can express their opinions openly and freely. A written record is made of each meeting and, once the minutes have been approved by the Board, they are kept available for Directors and other concerned parties to examine.
    5.4.3   The company arranges meetings of non-executive directors without the presence of management at least once a year to enable them to have free discussion on various problems or matters of interest such as the direction of management, corporate strategic plans for stable growth and succession plans. In 2018 one such meeting was held, in November.
    5.5 Board self-assessment
    The Board of Directors has resolved that there should be an annual assessment of the overall performance of the Board and the Board committees, and has assigned the Nomination and Remuneration Committee to perform the annual assessment of the CEO’s performance. The assessment is of the Board’s overall performance, using the form provided by the Listed Companies Supervision Development Centre of the Stock Exchange of Thailand. The Company has designated the Office of the Managing Director to coordinate and summarise the assessment statistically, comparing it with that of the previous year, and the Company Secretary to report the findings to the Board of Directors, after which the Board confers and seeks ways to improve its performance and efficiency. The result of the evaluation in 2018 as follows:
    5.5.1   The assessment of the Board’s overall performance,
           Avg. 3.88 out of a maximum of 4 points, or 97% (up by 5% from previous year), considered “very good”, which is divided into six sections as follows:
    Item
    2018
    2017
    1. Structure and characteristics of the board
    Avg. score 3.92
    Avg. score 3.94
    2. Roles and responsibilities of the board
    Avg. score 3.86
    Avg. score 3.83
    3. Board meetings
    Avg. score 3.89
    Avg. score 3.88
    4. The board’s performance of duties
    Avg. score 3.88
    Avg. score 3.89
    5. Relationship with management
    Avg. score 3.97
    Avg. score 3.94

    6. Self-development of directors and
        development of executives

    Avg. score 3.81
    Avg. score 3.74

    5.5.2 Committee self-assessment
             Avg. score 3.83 out of a maximum of 4, or 95.75% (close to the previous year), considered “very good”, which is divided into six sections as follows:

    Item
    2018
    2017
    1. Appropriateness of structure and characteristics of the committee for efficient operation
    Avg. score 3.96
    Avg. score 3.96
    2. Efficiency of committee meetings
    Avg. score 3.79
    Avg. score 3.75
    3. Role and duties of the Audit
    and Corporate Governance Committee
    Avg. score 3.97
    Avg. score 3.94
    4. Role and duties of the Nomination & Remuneration Committee
    Avg. score 3.78
    Avg. score 3.67
    5. Role and duties of the Risk Management Committee
    Avg. score 3.65
    Avg. score 3.55
    6. Role and duties of the Executive Committee
    Avg. score 3.56
    Avg. score 3.56

    5.5.3 Assessment of CEO
            Avg. 3.88 points out of 4, or 97% (down by 1.25% from previous year), considered “very good”, which is divided into ten sections as follows:

    Item
    2018
    2017
    1.  Leadership
    Avg. score 3.89
    Avg. score 4.00
    2.  Strategy formulation
    Avg. score 3.67
    Avg. score 3.83
    3.  Strategy execution
    Avg. score 3.78
    Avg. score 3.78
    4.  Financial planning/Performance
    Avg. score 3.94
    Avg. score 3.94
    5.  Relationships with the Board
    Avg. score 3.89
    Avg. score 3.89
    6.  External Relations
    Avg. score 4.00
    Avg. score 4.00
    7.  Human Resources Management/Relations
    Avg. score 3.93
    Avg. score 4.00
    8.  Succession plan
    Avg. score 3.67
    Avg. score 3.67
    9.  Product/Service Knowledge
    Avg. score 4.00
    Avg. score 4.00
    10. Personal Qualities
    Avg. score 4.00
    Avg. score 4.00

     

    5.6 Directors’ Remuneration
    The Company has established a Nomination and Remuneration Committee, which is chaired by an Independent Director and is charged with setting policies, methodology and criteria for establishing the remuneration of Directors, the Chairman and the Managing Director fairly, transparently, in consonance with the Company’s results and each individual’s performance, in line with industry norms, and sufficient to reward Directors having the desired characteristics. Directors’ remuneration is subject to approval by a meeting of shareholders of the Company and to disclosure in the Company’s Annual Report and in Form 56-1 as required by the SEC. (For details please refer to Directors’ and Administrators’ Remuneration.)
    5.7 Development of Directors and executives
    5.7.1 The policy of the Company’s Board of Directors is to facilitate and support training and study for Directors by way of regular attendance of various courses run by the Institute of Directors (IOD). At present 62.5% of Directors have attended these courses. Details are as follows.

                               Name                                                                 Course

    1. Mr. Sompong Phaoenchoke    Director Certification Programme 26/2003
    2. Ms. Kaewjai Phaoenchoke     Director Certification Programme 29/2003
    Corporate Governance for Capital Market
    Intermediaries 10/2015
    3. Mr. Somkiat Nimrawee Director Accreditation Programme 10/2004
    4. Mr. Suvait Theeravachirakul    Director Certification Programme 9/2001
    Audit Committee Programme 15/2006
    Successful Formulation & Execution of Strategy (SFE) 2010
    5. Mr Damri Tunshevavong Director Certification Programme 106/2008
    Audit Committee Programme 24/2008
    Role of the Chairman Programme 22/2009
    Role of Compensation Committee 10/2010

     
    5.7.2 The Company arranges induction programmes for new Directors. The Managing Director introduces the nature of the Company’s business and its basic orientation and the role, duties and responsibilities of the Directors, the reporting of Directors’ shareholdings to the Company and the SET and the annual declaration of Directors’ interest to the Company, Director’ remuneration, meetings of the various Board Committees for the year and the setting of the AGM, and encourages Directors to go on training courses, at the Company’s expense, to improve their knowledge and understanding in performing their duties in line with principles of good corporate governance.
    5.7.3 With regard to the preparation of a plan for developing and testing the work of the Managing Director and top level Administrators, now under process by management team after finished they will propose to the Nomination and Remuneration Committee for consider this matter on due course.

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    Thai Rung Union Car Public Company Limited 304 Macharoen Road, Nong Khang Phlu, Nong Khaem, Bangkok 10160
    Telephone 0-2814-5034-7, 0-2814-5056-62, 0-2431-0071-2, 0-2420-0076 Fax. 0-2814-5030, 0-2814-5033
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