Corporate Governance Policy
Fortune Parts Industry Public Company Limited is an organization that adheres to conduct business under the principles of good corporate governance. The Company has ab excellent management, integrity, transparency, verifiable and free from corruption by focusing on creating the best benefits for the shareholders, taking into account all stakeholders, developing personnel to be good and smart people with knowledge and virtue and good quality of life. Moreover, these must be along with raising the auto parts industry standard to the international standard, develop products and services that are safe and environmentally friendly to create a competitive advantage on the basis of realizing the added value of products and balancing the business chain for the stable and sustainable growth of the company. The Company would apply the principles of good corporate governance for listed companies 2012 of the Stock Exchange of Thailand (SET), the good corporate governance principles of the Organization for Economic Co-operation and Development (OECD) or OECD Principles of Corporate Governance, the criteria for assessing good corporate governance of listed companies in ASEAN region by the ASEAN Corporate Governance Scorecard (ACGS) and good corporate governance practices that are in line with international standards that have been developed into operational framework of the company. Therefore, the Board of Directors, executives and employees must follow as a guideline for their operations with the following important principles;
- Vision of running a business that aims to add value, develop products and services that are safe and environmentally friendly.
- Perform duties with competence, effective enough and take responsibility for their actions and decision.
- Equal, equitable and fair treatment of stakeholders.
- Operational transparency that can be audited and transparent and accurate information are disclosed to all concerned parties.
- Ethics and code of conduct in business conduct.
In addition to building confidence among shareholders and investors according to the above principles, the Board of Directors also established guidelines for corporate governance to lead to the creation of competitiveness and excellent performance by taking into account the long-term effects, fair and ethical business conduct, respect rights and be responsible for society and the environment and take care of all stakeholders equally. Also, including the ability to adapt under changing factors. Therefore, the principles of good corporate governance for listed companies in 2017 (CG Code 2017) issued by the Securities and Exchange Commission (SEC) have been added to formulate the Company's good corporate governance policy in which the Board of Directors and leaders who are the most responsible person of the organization has applied it as a guideline to create sustainable value for the business. The CG Code 2017 has laid down the code of conduct for 8 key committees as follows:
|Principle 1 : Establish Clear Leadership Role and Responsibilities of the Board.
Principle 2 : Define Objectives that Promote Sustainable Value Creation.
Principle 3 : Strengthen Board Effectiveness.
Principle 4 : Ensure Effective CEO and People Management.
Principle 5 : Nurture Innovation and Responsible Business.
Principle 6 : Strengthen Effective Risk Management and Internal Control.
Principle 7 : Ensure Disclosure and Financial Integrity.
Principle 8 : Ensure Engagement and Communication with Shareholders.
Principle 1: Establish Clear Leadership Role and Responsibilities of the Board.
Principle 1.1 the board must understand its roles and responsibilities as a leader who must ensure that the organization is well managed, which covers (1) Setting objectives and goals (2) Formulation of strategy, operating policy, as well as allocation of important resources to achieve objectives and goals (3) Monitoring, evaluation and overseeing the performance report
Principle 1.2 in creating sustainable value for the business, the board is responsible for governance the organization to governance outcome, at least as follows: (1) Competitiveness and performance with long-term perspective (2) Ethical and responsible business (3) Good corporate citizenship (4) Corporate resilience
Principle 1.3 The board is responsible for all directors and executives. Perform duties with responsibility, caution and honesty towards the organization (Duty of Loyalty) and ensure that operations comply with laws, regulations and resolutions of the shareholders' meeting.
Principle 1.4 The board understands the scope of duties and responsibilities of the board, and set clear scope of assignment of duties and responsibilities to the management, as well as monitoring and supervising the managing director and the management to perform duties as assigned.
Principle 2: Define the Company's objectives and main goals for sustainability (Define Objectives that Promote Sustainable Value Creation)
Principle 2.1 The board is responsible for defining or overseeing the objectives and main goals of the business to be sustainable. It is an objective and a goal that is consistent with creating value for the entire business, customers, stakeholders and society as a whole.
Principle 2.2 The board is responsible for ensuring that objectives and goals as well as short, medium or long term strategy and / or the year plan of the organization are consistent with the achievement of the objectives and main goals of the business by appropriately and safely using innovation and technology.
Principle 3: Strengthen Board Effectiveness
Principle 3.1The board is responsible for defining and reviewing the board structure in terms of size, composition and proportion of independent directors that are appropriate and necessary to lead the organization to the objectives and main goals defined.
Principle 3.2 The board has a duty to select a suitable person to be the chairman of the board and to ensure that the composition and operation of the Board is conducive to the exercise of independent judgment.
Principle 3.3 The board is responsible for overseeing the recruitment and selection of directors with a transparent and clear process to obtain a qualified board with the specified elements.
Principle 3.4 In proposing the remuneration to the shareholders for approval, the board must consider to ensure that the structure and remuneration are suitable for their responsibilities and motivate the board to lead the organization to achieve its goals for both short term and long term.
Principle 3.5 The board is responsible for ensuring that all directors are responsible for performing their duties and allocating sufficient time.
Principle 3.6 The board is responsible for overseeing the establishment of a framework, and mechanism for governance of the policy, the operations of subsidiaries and other businesses in which the Company has significantly invested in at the appropriate level for each business. Also ensure that the subsidiaries and other businesses invested by the company have the same correct understanding as well.
Principle 3.7 The board shall arrange for an annual assessment of the board's performance, sub-committees and individual directors. The assessment results will also be used for further development of the duties.
Principle 3.8 The board is responsible for ensuring that the board and each of them have knowledge and understanding of their roles and duties, nature of business and laws relating to business operation, as well as encouraging all directors to acquire skills and knowledge for their regular performance of duties.
Principle 3.9 The board is responsible for ensuring that the board's operations are done in a neat and tidy manner, able to access the necessary information, and has a company secretary who has the knowledge and experience necessary and appropriate to support the board's operations.
Principle 4: Ensure Effective CEO and People Management
Principle 4.1 The board is responsible for ensuring that there is a recruitment and development of the president or the highest level management, and senior management to have the knowledge, skills, experience and characteristics necessary to drive the organization towards its goals.
Principle 4.2 The board is responsible for overseeing the setting up of an appropriate compensation structure and evaluation.
Principle 4.3 The board should understand the structure and relationship of shareholders that may affect the management and operation of the business.
Principle 4.4 The board is responsible for monitoring the management and development of personnel to have appropriate amount of knowledge, skills, experience and motivation.
Principle 5: Nurture Innovation and Responsible Business
Principle 5.1 The board gives importance to and supports the creation of innovations that bring value to the business while creating benefits for customers or related parties and have social and environmental responsibility.
Principle 5.2 The board is responsible for monitoring and supervising the management to conduct business with social and environmental responsibility and reflected in the operational plan to ensure all departments in the organization act in accordance with the objectives, main goals and strategic plans of the organization.
Principle 5.3 The board is responsible for overseeing the management to allocate and manage resources to be efficient and effective by taking into account the impact and development of resources throughout the value Chain in order to achieve sustainable objectives and main goals.
Principle 5.4 The board should establish a corporate IT governance and management framework that is in line with its needs. Also, they should ensure that information technology is used to increase business opportunities and improve operations risk management, so that the business can achieve the objectives and main goals of the business.
Principle 6: Strengthen Effective Risk Management and Internal Control
Principle 6.1 The board is responsible for ensuring that the Company has a risk management and internal control system to effectively achieve its objectives and practice in accordance with the relevant laws and standards.
Principle 6.2 The board must establish an audit committee capable of performing duties efficiently and independently.
Principle 6.3 The board is responsible for monitoring and managing conflicts of interest that may arise between the Company, the management and the board of directors or shareholders including the prevention of improper use of the property Company information and opportunities and making transactions with those having a relationship with the company in an inappropriate manner.
Principle 6.4 The board is responsible for overseeing the formulation of clear anti-corruption policies and practices and communicating at all levels of the organization and to third parties to achieve practical implementation.
Principle 6.5 The board is responsible for overseeing the establishment of a mechanism for receiving complaints and handling cases where clues are identified.
Principle 7: Ensure Disclosure and Financial Integrity
Principle 7.1 The board is responsible for ensuring that the financial reporting system and the disclosure of important information are correct, adequate, timely, in accordance with relevant rules, standards and practices.
Principle 7.2 The board is responsible for monitoring the adequacy of financial liquidity and debt servicing ability.
Principle 7.3 In the condition of an entity experiencing financial difficulties or having possibility to have problems, the board must ensure that the entity has a plan to resolve the problem or have other mechanisms to resolve financial problems under consideration of the rights of stakeholders.
Principle 7.4 The board is responsible for overseeing the preparation of a sustainability report as appropriate.
Principle 7.5 The board is responsible for overseeing the management to arrange for an investor relations unit or person responsible for communicating with shareholders and other stakeholders such as investors and analysts to be equally appropriate and in time manner.
Principle 7.6 The board has a duty to promote the use of information technology to disseminate information.
Principle 8: Ensure Engagement and Communication with Shareholders
Principle 8.1 The board is responsible for ensuring that Shareholders are involved in making decisions on important matters of the Company.
Principle 8.2 The board is responsible for ensuring that the operations of the shareholders' meeting are neat, transparent, and efficient to allows shareholders to exercise their rights.
Principle 8.3 The board is responsible for the disclosure the meeting resolutions and the preparation of the minutes of the shareholders' meeting that is accurate and complete. The Board of Directors will strictly perform the supervision of the Company to operate its business with the highest corporate governance standards, which determines to be the duties of the directors and every employee to carry out in order to lead the Company's business to be efficient and effective, with stability, to build confidence in the public in investment so that the value of the enterprise is continually rising and sustained forever.