The Board of Directors recognizes the significance of the rights of the shareholders. They will not engage in any action which will violate or diminish the rights of the shareholders. To this end, a policy has been established and disclosed to the public through the various channels of the Company. This policy confirms that the Company supports and encourages the exercising of shareholders' rights. Such rights include basic statutory rights, the right to receive crucial information, the right to propose agendas and to nominate candidates for directorial positions, the right to submit inquiries prior to the Annual General Meeting; and the right to participate in and vote at Annual General Meetings. Requirements are in place to regularly improve and enhance such exercise of rights for the utmost benefit of the shareholders.
Good Corporate Governance Guidance
The Company is committed to conforming to the 5 core values of Good Corporate Governance principles, which are incompliance with the Principles of Corporate Governance of the Organization for Economic Co-operation and Development (OECD), the Securities and Exchange Commission (SEC), and the Stock Exchange of Thailand (SET). The principles are presented in 5 categories:
In order to assure shareholders of equitable treatment of all shareholders by the Company, the Board of Directors has established a corporate governance policy to require protection of shareholders' rights and fair and also ensure equitable treatment of all shareholders. For instance, this policy requires the equal exercise of rights by major shareholders and minor shareholders at the Annual General Meeting; the equal disclosure of information; the prevention of Conflicts of Interests or the use of internal information to illegitimately benefit oneself and others.
The Board of Directors has established a policy requiring consideration of statutory rights of stakeholders and the agreements they have with the Company when interacting with them. This policy is to be observed by the Board of Directors, Executives and Employees of all levels in order to ensure the proper protection of such rights and the appropriate treatment of such stakeholders. It encourages cooperation between the Company and stakeholders on the creation of wealth, financial security, business integrity, as well as the preservation of the environment, society and, sustainable development.
The Board of Directors appreciates the significance of information quality and equitable, transparent and fair disclosure of information via accessible and credible channels. A policy has been established to govern the sufficient, credible and timely preparation and disclosure of information, financial and otherwise. The information being disclosed must have been prepared carefully, clearly, correctly, transparently and in a manner which allows an audit to be completed. The language used should be clear, and concise. Crucial information needs to be disclosed regularly, regardless of whether it is positive or negative, in order to maintain the confidence of shareholders and stakeholders and assure them that they are receiving information in an equitable manner as per the requirements of rules, laws and the articles of association of the Company and relevant governmental agencies. The Board of Directors may assign the Audit Committee and / or the management to act on their behalf as necessary.
As an assurance for the shareholders and the investors, the Company, by the Board of Directors, has established visions, missions, directions, and operational strategies with an efficient performance monitoring and evaluation system in place, which is independent from the management, to review the operation of Executives in accordance with the good corporate governance principle.
Definition of Independence Director Qualification
- An Independent Director holds no more than 0.5% of all shares with voting rights of the Company, the Parent Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority. This is inclusive of shares held by anyone who is affiliated with them.
- An Independent Director is a Director, who is not involved in the management, employees, staff, consultant with monthly salary or Entities with Controlling Authority over the Company, the Parent Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority, either at the present time or within two years prior to his/her appointment as an Independent Director.
- An Independent Director has no connection by blood or legal registration as father, mother, spouse, sibling, son/daughter or spouse of son/daughter of another Director. Further, an Independent Director has no such connection with an Executive, a Major Shareholder, and an Entity with Controlling Authority or an Individual who will be nominated as Director, Executive or Entity with Controlling Authority over the Company or the Subsidiary.
- An Independent Director has no business relationship with the Company, the Parent Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority in such a manner that may obstruct their exercise of independent discretion. Further, an Independent Director is not a Significant Shareholder or an Entity with Controlling Authority over a party with business relationship with the Company, the Parent Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority, either at the present time or within two years prior to his/her appointment as Independent Director.
Such business relationship is inclusive of a trading transaction occurring on a conventional basis for the conduct of business; a rent or lease of property; a transaction involving assets or services; a provision or an acceptance of financial assistance through means of a loan, a guarantee, a use of an asset as collateral against debt; and, other similar actions which result in the Company or the party to the contract having a debt to be repaid to another party for the amount from 3% of net tangible assets (NTA) of the Company or from 20 Million Baht, whichever is lower. This amount is determined by the calculation of Related Transaction value as per the announcement of the Securities and Exchange Commission. It is inclusive of debt(s) arising within one year prior to the day of business relationship with the same party.
- An Independent Director is not an auditor of the Company, the Parent Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority, and, not a Significant Shareholder (holding more than 10% of all shares with voting rights of the Company, including shares held by Linked Entities), an Entity with Controlling Authority or a partner to the audit office with which the auditors of the Parent Company, a Subsidiary, a Joint/Associated Company, a Major Shareholder or an Entity with Controlling Authority are associated at the present time or have been within two years prior to his/her appointment as an Independent Director.
- An Independent Director is not a person rendering any professional service or a legal or financial consultant who is paid more than Two Million Baht in service fee per year by the Company, the Parent Company, a Subsidiary, a Joint Company, a Major Shareholder or an Entity with Controlling Authority, and, not a Significant Shareholder or an Entity with Controlling Authority over the Company or a partner to such professional service provider at the present time or within two years prior to his/her appointment as an Independent Director.
- An Independent Director is not a Director who is appointed to be a nominee of a Director of the Company, a Major Shareholder or a Shareholder who is connected to a Major Shareholder.
- An Independent Director does not engage in a business of the same nature as and which is significantly competitive to that of the Company, the Parent Company or a Subsidiary. An Independent Director is not a significant partner to a partnership or a Director with involvement in the management, employees, staff, consultant with monthly salary, or, who holds more than 1% of all shares with voting rights of another company which is engaged in a business of the same nature as and which is significantly competitive to that of the Company or a Subsidiary.
- An Independent Director does not have any other characteristic which prevents him or her from opining freely on the operation of the Company.
Following appointment as Independent Directors, they may be assigned by the Board of Directors to make collective decisions involving the business of the Company, the Parent Company, a Subsidiary, a Joint / Associated Company, a Subsidiary of Equal Level, a Major Shareholder or an Entity with Controlling Authority, where it will not be deemed that such Independent Directors are Directors involved with the administration.
GOOD CORPORATE GOVERNANCE POLICY
The Board of Directors of Global Green Chemicals Public Company Limited (GGC) aims to promote operational efficiency, good corporate governance and excellent management among the Company and its subsidiaries.Download File PDF
Roles and Responsibilities of Company Secretary
In compliance with the Securities and Exchange Commission Act (No. 4) 2008 Section 89/15 and 89/16, the Board of Directors has appointed Mrs. Uramanee Puttong, Vice President – Corporate Affairs and Corporate Secretary. In performing this duty, the Corporate Secretary has the following roles and responsibilities:
- Arranging meetings for the Board of Directors, Management Committee and AGM as well as coordinate to ensure that all resolutions have been implemented and complied with the Company's Articles of Association.
- Ensuring the compliance of the Company and the Board of Directors with the relevant laws, rules & regulations, resolutions of both the Board and AGM's meetings including corporate governance practices.
- Providing support for Directors and Executives to attend training courses in their relevant areas.
- Arranging Director's training/briefing for newly appointed Directors.
- Informing Directors and Executives of any changes in regulations related to them.
- Evaluating the performance of the Board of Directors.
- Preparing and keeping important documents of the Company.
Report of the Corporate Governance and Sustainable Development Committee
Global Green Chemicals Public Company Limited and its subsidiaries have a policy of being ready to listen to feedback, suggestions, questions or complaints
Related to Corporate Governance or supervise to the operation from all stakeholders, Whether it comes from personnel within the organization or from the third party.Download File PDF
Anti – Corruption Policy
Global Green Chemicals Group is committed to combating Fraud and Corruption
as well as supporting and encouraging our personnel to be aware of an Anti – Corruption in any typesDownload File PDF
- Massage from Managing Director
- A Declaration of Intent-Collective Action Coalition Against Corruption (CAC)
Risk Management & Risk FactorsDownload File PDF
Risk Management Policy (Thai Version)Download File PDF
Anti-Money Laundering and Combating the Financing of Terrorism
Raising the awareness of the importance of national and international laws on Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT)
is one way to prevent and suppress such crimes and support the correct and proper conduct of financial measures which ultimately result in practices that conform to the Anti-Money Laundering Act.Download File PDF
Corporate Governance and Business Code of Conduct HandbookDownload File PDF
Compliance PolicyDownload File PDF
Supplier Code of ConductDownload File PDF
Responsbility to Stakeholders
It is natural that the conduct of business of Global Green Chemicals Group involves several stakeholders such as shareholders, customers, business partners, business competitors, creditors, public sector, employees, as well as communities, society and environment. Each group has different requirements. Therefore a policy has been established for the responsible treatment of all stakeholders in accordance with their specific needs as highlighted below:
Shareholders are encouraged to exercise their basic rights. Global Green Chemicals aims to create utmost satisfaction for the shareholders while taking into consideration the sustainable growth of the Company, the creation of added value and the continued provision of appropriate returns, as well as the good corporate governance principles.
- Manage and discharge duties by applying knowledge and managerial skills to the fullest ability on the basis of honesty. Carefully make decisions with fairness to all shareholders and for the utmost benefit of all shareholders.
- Do not engage in any act which may result in Conflict of Interests with Global Green Chemicals Group.
- Completely and factually report the status of financial and non-financial issues as well as the future trends of Global Green Chemicals Group to all shareholders in an equitable manner.
- Do not seek benefits from Global Green Chemicals Group and affiliated entities using internal information which has not been disclosed to the public. Do not disclose business secrets to third parties which will result in damages to Global Green Chemicals Group.
- Allow a shareholder or multiple shareholders who hold shares in accordance with the criteria of the Company to propose agenda(s) for inclusion as meeting agendas or to nominate suitable candidates for the nomination as a Director prior to the Annual General Meeting. The Corporate Governance Committee or the Nomination and Remuneration Committee will screen the agendas and candidates and subsequently seek the approval of the Board of Directors.
Devote to customers and members of the general public in terms of their satisfaction and confidence in the quality products and services at appropriate price levels. Consistently upgrade standards and maintain a positive and lasting relationship with the customers.
- Commit to the development of products and services quality in order to consistently satisfy the requirements of customers.
- Fully disclose correct information on products and services in a timely manner without any distortion of facts.
- Provide products and services warranty of appropriate duration. Implement a system through which complaints about products and services can be acknowledged. Attempt to respond as quickly as possible to customers.
- Seek only reasonable profit for the quality of products or services when compared to other offerings of the same class. Refrain from the use of trading conditions which are unfair to customers.
- Strictly comply with all conditions agreed upon with customers. In the case where it is not possible to comply with the conditions, the customers must be notified in advance in order to mutually agree on a corrective measure.
- Seriously and regularly maintain the confidentiality of customers and will not use information of the customers to benefit personal gain and affiliated entities.
Take into account equality and honesty in the conduct of business. Protect the interests in collaboration with the business partners by observing the laws and the rules agreed upon by both parties, and by conducting ethical business.
- Do not demand, accept or pay any fraudulent benefit from and to the business partners.
- Strictly comply with the terms and conditions with business partners.
- In the case where it is not possible to comply with conditions, the business partner must be notified in advance in order to mutually agree on a corrective measure on the basis of rationality.
- Maintain the confidentiality of business partner’s information and refrain from using such information to benefit personal gain and affiliated entities.
Treat business competitors as per the international principles within the framework of the laws on trade competition and fair competition.
- Operate within the framework of free and fair competition.
- Do not seek confidential information of business competitors through fraudulent or inappropriate means.
- Do not tarnish the reputation of business competitors with accusation and defamation without availability of facts.
Observe the practical guidelines and the conditions in fairness to the creditors, and repay debt on time.
- Observe and proceed in strict accordance with the conditions to the creditors, both in terms of repayment, the care for collateral and other conditions.
- Correctly and completely report financial status to the creditors in accordance with the requirements of loan agreements and the good corporate governance principles.
- In the case where it is not possible to comply with the obligation of the agreement, the creditor must be notified in advance in order to mutually agree on a corrective measure.
Recognize the significance of public sector, which is one of the stakeholders of Global Green Chemicals Group. A Guidelines have been established for the treatment of the public sector in the countries in which Global Green Chemicals Group invests, in order to avoid negative consequence from any action.
- Proceed in a straightforward manner when engaged in transactions with governmental officials or agencies.
- Be mindful of the fact that each locality or country may have different laws, conditions, procedures, criteria, practices or business traditions concerning the awarding of prizes, the donation of money, employment, reception or hosting of meals for government officials and agencies.
- Comply with the rules of each country or locality concerning the hiring of government employees as consultants or as employees of Global Green Chemicals Group. The employment in question must be transparent and appropriate.
- Avoid transactions with government officials or their family members while such officials have influence on decisions concerning contracts Global Green Chemicals Group has with the government.
- Development of acquaintance or positive relationship between the public sector and Global Green Chemicals Group is permissible where practicable such as engagement in discussions at public facilities and expression of congratulations on occasions, at festivities or as traditionally practiced.
Develop the organization into one of a learning organization. Fostering a culture and an ambiance of teamwork. Pay fair compensation, ensure safe working environment, recognize the significance of development and knowledge transfer, listen to opinions and suggestions of employees at all levels in an equitable manner, and foster and enhance cultural organization with the awareness that all employees are a crucial factor of the sustainable success, advancement and growth of Global Green Chemicals Group.
- Comply with the laws and regulations concerning employees and basic human rights of international standards without discrimination regardless of birthplace, nationality, gender, age, color of skin, religion, disability, social status, family background, academy or other status which is not directly related to the discharge of duties. Recognize their individuality and dignity as a human being.
- Manage human resources in accordance with and in support of business strategies and goals. Implement clear, transparent and fair human resource management systems and procedures of the same caliber as leading businesses and in the same direction across the Global Green Chemicals Group.
- All supervisors have the duty of managing human resources within the department in accordance with the human resource management systems and direction of Global Green Chemicals Group. They must avoid any action which is unfair and may affect the career security of the employees.
- Human resource development is a matter of the organization, the supervisors and all employees as follows:
- The organization will nominate and develop good and competent individuals who work professionally and whose knowledge and capability contribute to the efficient and consistent discharge of duties.
- The supervisors monitor, evaluate, feedback and support the equitable development of all employees.
- Employees have equal opportunity of improving one’s skills and capability.
- Provide fair compensation to the employees. Career advancement and other incentives are dependent upon the quality and the success of the work, as well as their attitude and potential.
- Appointment and transfer of employees, as well as awards and penalties are equitable, honest and on the basis of knowledge, capability and suitability, as well as the action or the practice of the employees in question.
- Encourage the establishment of clubs for employees within Global Green Chemicals Group. The objective of which is to promote relationship and exchange of knowledge among employees and for the arrangement of relationship building activities within the organization and with any outside communities.
- Promote quality of work life with safety and good occupational hygiene. Ensure that the workplace is free of addictive drugs and alcohol.
- Ensure that the working environment is safe to the life and the property of the employees at all times, as well as that it is free of illegal gambling.
- Listen to the opinions and the suggestions of employees of all levels in an equitable manner. There must be a channel through which the employees can report possible violation of working regulations, requirements, orders, announcements or the laws.
Conduct the business on the basis of responsibility to communities, society and environment, in terms of safety, quality of life and preservation of natural resources. Promote the efficient use of energy, recognize the significance of the quality of life of communities surrounding the plants and enhance society at the national level. A proportion of the profit shall be allocated to help build communities and society. The conduct of business should take into account the impact on the environment from the stage of plants construction and the selection of production technology to the handling of waste, as well as the research and development of innovations to increase energy usage efficiency.
- Consider alternative exploitation of natural resources with minimal impact to the society, environment, and the quality of life of people.
- Allocate a proportion of the profit for regular activities which contribute to society and the environment.
- Constantly and seriously instill the awareness of responsibility to society and the environment in all levels of employees.
- Value transactions with business partners who share the same desires as Global Green Chemicals Group where responsibility to communities, society, and the environment are concerned.
- Lead in the efficient use and the conservation of energy for the benefit of the public and future generations.
- Community and social activities are a duty and a key policy. Focus on the sustainable development of communities, society, and the environment, with the determination to create and conserve natural resources. Support the education of the young children and public service activities for underprivileged communities in order that they may gain strength and self-reliance.
- Listen to the opinions and the demands of communities in order to efficiently respond and develop good corporate governance measures.
- Provide benefits to society at all levels both in the short and long term.
- Participate in and support activities which correspond with preventive and creative society and country development policy.
- Promote learning and educational skills development of the young children and members of the general public. Create awareness of natural resource and environment conservation in the communities and society.
- Provide correct information, create understanding and listen to the problems and the effects which may occur to the surrounding communities in order to implement timely corrective measures. This is a foundation of mutually benefiting coexistence between the plants and the communities.
- Support public service activities, particularly those in the localities in which Global Green Chemicals Group has business. This must take into consideration the appropriateness and the sustainable benefits to communities and society.
Recognize the significance of managing of quality, safety and occupational hygiene with consistent standards. Establish and review quality, safety and occupational hygiene policy, as well as good practices for sustainable development.
- All employees must operate on the basis of quality, safety, occupational hygiene and environment system in order to increase efficiency and value to the operation, the life, the body, the property and the environment.
- Executives, employees, supplementary staff and employees of contractors must strictly observe the laws, policies, requirements and standards concerning quality, safety, occupational hygiene and environment.
- Global Green Chemicals Group will use all measures to control and prevent any loss from accidents, fire, injury, occupational illness, loss or damage of property, violation of security systems, incorrect work practices and mistakes, as well as preserve a working environment which is safe for employees, supplementary staff, as well as, staff members of suppliers. Executives and the employees are required to report accidents or incidents in accordance with the established procedures.
- Global Green Chemicals Group will arrange for emergency control and prevention plans for all operational areas, as well as emergency and crisis management plans for the organization in preparation for possible emergencies such as fire, spilling or leakage of oil, natural gas, chemical substances or wastes. Prepare for other crises which may result in disturbance to the conduct of business or in damages to the reputation and the image of the organization.
- Global Green Chemicals Group will communicate and create an understanding with employees, supplementary staff and employees of the contractors, as well as stakeholders in order that they may acknowledge and understand policies, regulations, practices and precautions concerning quality, safety, occupational hygiene and environment; and that they may observe them correctly for the benefit of their health, property and the environment.
- Global Green Chemicals Group will promote an awareness of quality, safety, occupational hygiene and environment as a daily routine of the employees.
- Global Green Chemicals Group will be seriously and consistently involved in social responsibility in terms of quality, safety, occupational hygiene and environment. The use of natural resources must result in the greatest benefit with awareness of the significance of the environment and the safety of stakeholders. Further, promote social activities which promote environment preservation and quality of life development for the people in the communities in accordance with the sustainable development principle.
- Appoint relevant departments to monitor and evaluate security conditions in accordance with threat warning levels.
- Develop a security management system which is consistent with the laws and international standards with regular evaluation and review.
- Arrange for regular tests and emergency drills and improve upon those.
- Provide for appropriate and sufficient resources for security management operation.
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