TNDT

  Sustainability Good Corporate Governance

Sustainability

Good Corporate Governance Policy

The Board of Directors, as the leadership to achieve sustainable corporate value creation, realized the significance of efficient and transparent management by setting up the policies of ethics and code of business conduct and good corporate governance, in aspects of the organization’s structure and the management strategies which would stipulate the roles and systematic operations that were transparent and accountability. For examples: Clear mission and strategies, transparency to operate the business, taking care of safety of personal, property and environment both in organization and communities nearby, complying with the rules and regulations of the Company, the requirements and notification of SET and CMSB and the laws which related to the business, etc. The Board has monitored the Executives and Employees to commit and complied regularly with the good corporate governance, the rules and regulation concerning to the business operations. This would project the better standards of management, bring out the various groups of Stakeholders to be confidence in the Company’s good image and contribute to the development of a truly sustainable business. 

The Board of Directors has set up the principles of corporate governance in written for the Directors, Executives and Employees to adhere and practice. The review and approval of the policies should be done by the Board every year. In the Board’s Meeting No. 1/2024 on February 23, 2024, the Board of Directors has considered, reviewed and approved the principles of corporate governance (revised edition in 2019) to be used continuously till the present.

Governance Corporate Report

Principle 1

Principle 2

Principle 3

Principle 4

Principle 5

Principle 6

Principle 7

Principle 8

Exemption from compliance

Principle 1 : Establish Clear Leadership Role and Responsibilities of the Board

1. Performance of the Organization’s Goals

All of the Directors understood and recognized their roles and responsibilities in performing their duties of responsibility, the duties of care and duties of loyalty, in accordance with relevant laws and regulations, the Company regulations including the meeting resolutions. The Director has performed rationally for the best interests of the organization, as the leaders to oversee, monitor and assess the organization to operate business with morality and ethics, to be in accordance with the code of conduct, transparency, and to have a good management system. The Board should be a role model in corporate governance by encouraging the Top-Executive and executives to practice as well.  

The Company disclosed the names and the records of each director, including the roles and responsibilities of the Board of Directors, the Nomination and Remuneration Committee and the Audit Committee, as well as the details of their duties in the past years for each Director under the title of “Management Structure” and “Details of Directors”. This was for the shareholders and the related parties could acknowledge the capabilities, experiences and vital information regarding the directors who would support the Company to be successful in business operation.

In addition, the Board of Directors has monitored the changes under various factors, which might affect the operating results of the Company, both in the short and long term, in order to be ready for the competition. The Board also encouraged and supported the organization to achieve sustainable value creation to the business without any impact to all groups of stakeholders.  

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Principle 2 : Define Objectives that PromoteSustainable Value Creation

1. Principle of Sustainability

The Board of Directors has set up the principle and direction of the Company’s business through vision, mission, resolution, and policies which were considered along with the needs of all related stakeholders, the ecosystem and changes to the business opportunities, the expertise of the employees, the competitiveness of the Company, including the effective usability of innovation and technology, in order for value creation to the Company, the customers, all the stakeholders and the society. In these, the Board would review in accordance with the business environment on yearly basis.

Please see the details in the title of “Organization Policies”

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Principle 3 : Strengthen Board Effectiveness

1. Board of Directors Structure

Balance of Power

The Members of Board of Directors were qualified in accordance with the regulations of SET and were appointed by the AGM of shareholders. For the balance of power of the 8 Directors of the Board, there were 3 Independent Directors / Non-Executives and 4 Directors who were neither Independent Directors nor Executives, which exceeded 1 of 2 of total number of the Board member. The 5 Non-Executive Directors could exercise their objective and independent judgement, together with independent audit execution. For the balance of power of the Board and the Executives, the position of Chairman and Managing Director were held by different person, and the Independent Directors should participate in setting the board meeting agendas with Managing Director, in which compliance with the Good Corporate Governance.

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Principle 4 : Ensure Effective CEO and People Management

1. Development and Succession Planning

The Company realized the important of the selection of personnel to succeed in all levels with transparency and fairness in order to ensure that the operations of the Company would be continually managed and be capable to expand its operations and customers instantly. The Nomination and Remuneration Committee should be responsible for governing and enforcing the Company to issue and review the development and succession plan of the key positions which would be beneficial to the business operations, for instance the position of Managing Director, Chief Executive Officers and Key Positions which would be essential to the Managerial Structure, position of unique skills, depth expertise and hard to replace. The Committee would assess the situation in the business and the personnel efficiency along with the Company’s strategy in short-term and long-term. These were done for planning the nomination and selection of the qualified personnel with knowledge, skills and expertise, as well as leadership skills adequately in order for developing and preparing in all aspects, so as to comply with the human resource development plan and the assessment of potential performance as expected and scheduled, and then proposed to Board of Directors for approval and/or acknowledgement. 

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Principle 5 : Nurture Innovation and Responsible Business

1. Innovation Organization

The Board should prioritize, promote, support and monitor the Management to create an operational culture to be “an innovation organization” which was considered a part of strategies and business plans to add value to the Company and benefited for all relevant stakeholders. The innovation should be modified to suit the changing of surrounding factors, which would cover the process of design, research and service development, improve the operational processes and develop the work processes with partners. The Executives should review, improve and monitor the innovation to achieve the set-up objectives. 

In this regard, the Company has managed the policies assigned by the Board of Directors. The Board has also clearly defined goals and guidelines for innovation development to allow the management and executives to communicate to employees, and listen to comments and suggestions from all relevant stakeholders. These were to improve the goals and guidelines for continuous innovation development. The Board has been defining the vision of the organization as follows.

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Principle 6 : Strengthen Effective Risk Management and Internal Control

1. Internal Control and Risk Management

The Board of Directors and the Company have emphasized greatly on the internal control system, both in the executives level and the operational level in order to reflect the long lasting efficiency and the effectiveness in all areas, be in the internal atmosphere, operational risk assessment and risk management policy covering the whole organization, in order to prevent corruption cases which might incur and to provide training the policies and practices of the Company’s anti-corruption, to cultivate denying to pay bribes for the benefits of the Company’s business. Moreover, the risk assessment of controlling and monitoring the media and communicational system has to be done continuously, as well as clearly distributing responsibilities. In these, the good corporate governance system to achieve a good counterbalance and the connected transactions have to be monitored appropriately. 

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Principle 7 : Ensure Disclosure and Financial Integrity

The Company has recognized the importance of information disclosure with correctness, completeness, transparency on schedule according to the regulations of SEC and SET. The information has included financial and non-financial information as well as other important information which might affect the Company’s securities prices and investment decisions of investors and stakeholders, both in Thai and English language. In addition, the Company has disclosed the remuneration of Directors (individually) and Executives and Audit fees, including other information such as details about the Committee, Company Secretary and Auditors who have worked during the past year, their performances and also the records of meeting attendances of the Director and Sub-Committees individually together with the history of course training (Page 56). Moreover, the Shareholding Structure, Management Structure, Good Corporate Governance Policy , Articles of Association, Charters of Director, Ethics & Codes of Business Conduct, Channel for suggestions, complaints or violations, including the disclosure of securities holding of directors, executives and their involved have to be reported as well via the SET, Annual Disclosure Information (56-1), Annual Report (56-2), reporting quarterly results of operations, providing information and meeting with analysts, investors and shareholders, press release and Company’s websites (www.tndt.co.th).

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Principle 8 : Ensure Engagement and Communication with Shareholders 

The Company emphasized and recognized the importance of the equitable treatment of all shareholders rights, both minority and majority shareholders, institute investors or foreigners, without committing any violation or deprivation of the rights of shareholders or not to limit the opportunity to search for media of the Company. The Company also encouraged shareholders to exercise their fundamental rights covered by the law, for examples:- the right to sell, purchase or transfer the Company’s securities, the Company’s profit by the way of dividend payment, the right of equitable treatment of shares’ refunding (if any), the right to attend and vote in the meeting of shareholders, etc. The Company would disclose important information affecting the investors in the Annual Report (56-2) and Annual Disclosure Information (56-1) and publish such news via SET. Even in case of shareholder transactions (Shareholder Agreement), the Company would try its best efforts to look into the agreement, not to be affected significantly to the company or other shareholders. They were as follow.

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Exemption from Compliance with Good Corporate Governance Principles
 
The Company recognized the importance of applying CG Codes for listed companies in the SET and practiced in all activities of the organization. However, the Company has not practiced in some issues, they are
 
1.Chairman of the Board of Director should be Independent Director.
With the only exception that the Chairman of the Board has not provided by the Independent Directors and that he was also acted as the President of Executives. Due to the Non-Destructive Testing and Inspection for engineering safety, which was the specific business, required the personnel with knowledge, skills and had a long experience in the business, in order to lead the Company to success. However, both the operations of the Company and the Board of Directors were formed on the basis of good corporate governance, in accordance with the guidelines of the Stock Exchange of Thailand. The Chairman and the President of Executives was not the same person, in practice, the Chairman could not exercise the power in the place of the Board of Directors without the consent of the Board. The President of Executives should also follow the procedures of the Board of Directors which were always under the rules and regulations of the Company as well as being approved and under the supervision of the Board of Directors consisting of both Independent Directors and Non-Executive Directors as more 50 percentages of all Directors. This resulted in a balance of power, verifiable and the management that was transparent and concise. Moreover, the said authorization of power did not allow the President of Executives to authorize the issues in which he or any individuals might have conflicts of interests or connected transaction in any way to the Company. 
Additionally, the Company had separated the position of the Chairman of the Board and the Managing Director, not making them under one person so as to be in accordance with the guidelines for good corporate governance.
 
2.Determine the term on duty of the Independent Directors should not exceed 9 consecutives years from the first date of appointment without any exeption. 
    The Board of Directors consists of 3 independent directors, of which 2 independent directors are exceeding for more than 9 consecutives years.  In these, the Board has considered that even the term on duty of the 2 Independent Directors are more than 9 years, their independent opinions and duties performances with knowlegeable and expertise have done the best interests for the Company and in compliance with the Company’s rules and regulations, and the Capital Market Committee. For another term on their duties, The Board of Directors should consider and approve and present to the AGM meeting for approval.
 
3.Good Governance Committee and Risk Management Committee
    The Board of Directors has not yet formed these 2 sub committees. Therefore, the Board has assigned the Audit Committee to review the conducts and the corporate governance principles, including setting up the Risk Management Policy and the Internal Control System to review and assess the risks management of the operations in all aspects both internal and external organization including the overseas businesses, for the best interests and the prevention of corruptions. These were done by appointing the internal control team to audit the work procedures in each department of the Company. The Audit Committee would review the policy, guidelines and the progress of risk management, as well as the operating systems, and assess to reduce or control the arising potential risks on the acceptable level and prevent corruption. These were done to ensure that the internal control authorities were fully capable of monitoring and balancing.  The Board of Directors has set the internal control unit to inspect and report the audit results directly to the Audit committee, and the Audit Committee will propose to the Board of Directors quarterly. The Company also provided more  information in the Annual Information Disclosure (56-1) and Annual Report
(56-2).  
4.The Board should consist of more than 50% of independent directors.
    The Board of Directors consists of 8 directors, the 3 directors are members of audit committee / independent directors / Non Executive Director of which more than 1/3 of entire Board, and the other 2 Directors are not Independent Directors / Non Executive Director. There were counterbalance of 5 Non Executive Directors, more than a half of the entire board, to review the management and have the freedom to manage the audit work.
 
5.The Board should consider to hold more than 6 meeting of the Board per year.
            The Board of Directors regularly holds at least 1 meeting per quarter and expects more than 6 meetings per year. The meeting was scheduled in advance throughout the year, so that the directors could allocate time to attend the meeting by informing each director at least 2 weeks in advance before the actual meeting date. The meetings were conducted in accordance with the regulations of the Public Company Law and the regulations of the Stock Exchange of Thailand, and should have a minimum number of quorum at the voting time 
at least 2 in 3 of the total number of entire directors.
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Achievement

CG Scoring

AGM Checklist