Corporate Governance Policy
The Board of Directors fully recognizes the importance of good corporate governance, which provides the guideline to conduct the business based on honesty, transparency, accountability, and ethics, following the best practices for listed companies. i-Tail has set a policy which includes the guideline on directors’ nominations which need to be diversified in skills, experience, and knowledge in formulating and driving the business strategies and goals. All the directors strictly adhere to and comply with the Good Corporate Governance Policy and Principles.
The nomination of the board of directors is approved by the meeting of shareholders. The board of directors has the roles, duties and responsibilities to supervise the operations of the company in accordance with the law, objectives, the Company’s Articles of Association, shareholders' meeting resolutions, the guideline on good corporate governance and best practices for directors with honesty and cautiousness on the benefit of the company and all shareholders.
The board of directors comprises at least 5 members and not more than 12 members, with at least one-third of the total members of the board and not less than 3 members must be independent directors. The directors will nominate one of the members to be the Chairman of the Board of Directors.
The Audit Committee is appointed by the Board of Directors to be an independent committee for governing the company to ensure that the Company's operations are in accordance with the requirements and the Code of Conduct, with an effective internal control system, without conflict of interest and corruption. The Audit Committee will review connected transactions that potentially cause a conflict of interest and review the Company’s Enterprise Risk Management system and financial reports.
The Audit Committee must be independent directors and consist of not less than 3 members, with at least 1 member with sufficient knowledge and experience to review the reliability of the Company’s financial statements.
The Risk Management Committee is appointed by the Board of Directors to set out policies and frameworks to manage the Company’s potential risks and to govern the Company’s risk management processes and risks on investments to ensure efficiency and productivity. The Risk Committee will regularly report to the Board of Directors on potential risks and the management of high-impact risks.
The Risk Management Committee should comprise at least 5 members, but not more than 9 members and at least 1 member must be the management team and a qualified person.
The Executive Committee is appointed by the Board of Directors to manage and operate the business according to the company's missions, policies, goals, and business plans, as well as to control, govern and take action on any mission assigned by the Board of Directors. Currently, the Executive Committee comprises the Chief Executive Officer, the Chief Financial Officer, Chief Operating Officer and Acting Chief Commercial Officer.
Chief Executive Officer is appointed by the Board of Directors to authorise the setting of the vision and direction of the business, business strategy, goals, business plans and the company's annual budget. The Chief Executive Officer is also responsible for managing the business operation to be in accordance with the set plan, laws, rules and regulations set out by relevant regulators, as well as the rules and codes of conduct of the Company in achieving the Company’s financial goals and non-financial goals. The Chief Executive Officer will have to regularly report the operating results to the Executive Committee and the Board of Directors.
The succession plan of the top executives
The Board of Directors fully recognizes the importance of the succession plan of the company’s top executives, mainly the Chief Executive Officer; therefore, it has set out the guidelines for the succession of the top major executives. The Human Resources Strategy is the coordinator to set out the Succession Plan.
Directors’ and Executives’ Development
The Board of Directors supports training and education to personnel in the position related to corporate governance such as Directors, Independent Directors, members of sub-committee, management and company secretary to create awareness of best practices and to use the knowledge for continued working improvement. On every new director’s appointment, the company secretary will prepare relevant company documents, such as the nature of business, business practices, corporate governance policy, business ethics, list of directors and management and other information that benefits to performing duties of the new directors. The Board of Directors also set out management development plans, and the Chief Executive Officer will report the results to the meeting annually.
The Directors’ remunerations
The Board of Directors will consider the Directors’ remunerations, both monetary and non-monetary. The process of evaluating the remuneration is transparent, appropriate to the responsibilities, and comparable to the same industry.
Internal Audit of the company is set out to inspect the internal control system and review important transactions regularly to ensure that the Company has efficient business processes which will promote the credibility of the financial statements, good and efficient internal control systems, risk-controlled, risk-assessment, risk-prevention and risk management system and govern under relevant legislation and regulations. The Internal Audit must report directly to the Audit Committee on reviewing the efficiency of the internal control system, which includes business operation, operational supervision, Risk Management and raising awareness of all unusual transactions.
The Board of Directors set out a Risk Management policy to ensure that the Company and its subsidiaries have standards and guidelines to manage business operation risks and investment risks, including the ability to identify and assess high-impact risks that may affect the achievement of the company’s objectives and mitigate the impact of the risks to an acceptable risk level.
Disclosure and Transparency
The Board of Directors is responsible for accurate, adequate, timely and in accordance with relevant rules, standards and guidelines of the financial statements and material disclosures by performing the followings:
- Provide adequate human resources with knowledge, skills and experience to suit the responsibility.
- Manage to disclose necessary information accurately, completely, adequately, timely and equally distributed to shareholders and stakeholders appropriately and regularly.
- Supervise to disclose financial statements and annual reports (56-1 One Report) that reflect the Company’s financial position and financial results and support the preparation of Management Discussion and Analysis to attach with the quarterly financial statements.
- If disclosure is necessary for any individual director, the director will take responsibility for disclosing their information adequately and accurately.
Prevention of conflicts of interest
The Company set out the Prevention of Conflict-of-Interest Policy which prohibits the directors, the directors of the sub-committee, the management and the employees, from seeking personal interests that conflict with the interests of the Company. Operations must be carried out for the purposes that are in the best interest of the Company, shareholders and investors and must avoid any action that may cause conflicts of interest. This includes reporting any potential conflicts of interest by any stakeholders. The persons involved in transactions with potential conflicts of interest need to report to the Company on the relationship or their benefit from the transactions. The persons will then be excluded from the approval process and approval authority.
i-Tail is steadfast and determined to operate the business successfully and strictly adhere to ethics, morality, transparency, and honesty in its operations, which will lead to sustainable growth. i-Tail has established a Standardized Code of Business Ethics Guideline with extensive responsibilities to forge a culture of integrity aligned with the Good Corporate Governance framework.
Insider Trading Policy
i-Tail is thoroughly bound to comply with the Insider Trading Policy, which prohibits to trading of the Company’s securities by any individual who is aware of material nonpublic information about the Company and prohibits the disclosure of material nonpublic information about the Company to others who then trade the Company’s securities. The Company will notify the Capital Market Advisory Board and the Security Exchange Commission of any conflict of interest resulting from using material nonpublic information.
Connected Transactions Policy
i-Tail has set out a connected transaction policy to ensure the correctness and transparency of our connected transactions to comply with the rules and regulations of the Capital Market Supervisory Board and the Stock Exchange of Thailand.
The Audit Committee will provide comments about the necessity of such transactions, including justification on pricing and terms and conditions for the Company’s best interest. The connected transactions are regularly disclosed under the Notes to Financial Statements and in the 56-1 One Report (annual report).
i-Tail is firmly against any form of corruption. It has adopted an Anti-Corruption Policy and Code of Conduct for Anti-Corruption, which details strict guidelines to prevent and deal with corrupt activities. These policies and guidelines are reviewed periodically to ensure they are up-to-date and responsive to new forms of developments in corruption. Board members, management, and employees must comply with these policies and guidelines and communicate these policies and guidelines to all stakeholders for corruption-related risk prevention.
Corruption is a violation of i-Tail rules and regulations. If you find any actions suspected to be fraudulent or corrupt, please report clues and complaints using this form. i-Tail will keep the personal information of the complainant confidential.Read More