Corporate Governance
Corporate governance is the core foundation of GGC’s operations which helps to prevent and reduce conflicts of interest as well as loss of shareholder and stakeholder confidence in our business. Therefore, in order to subside such risks, GGC intends to become a leader in oleochemicals with good corporate governance in tandem with operational excellence and constant consideration for all stakeholders.
Goals
- Maintain membership of Thailand’s Private Sector Collective Action against Corruption (CAC) Project
- Improve and develop GGC’s performance in full accordance with CAC guidance to prepare for membership renewal in 2024
Sustainable Corporate Governance
GGC is committed to operating our business in accordance with the principles of corporate governance. We have thereby established a “Corporate Governance Policy” as a guideline for the Company’s business operations. This is consistent with the Corporate Governance Code 2017 (CG Code) of the Securities and Exchange Commission (SEC) and international criteria, such as Dow Jones Sustainability Indices (DJSI). The Policy serves as a guideline for the efficient and transparent performance of the Board of Directors, executives and employees. It covers five main sections as follows:
Right of Shareholders
Equitable Treatment of Shareholders
Responsibilities to Stakeholders
Disclosure of Information and Transparency
Responsibilities of the Board of Directors
Board of Directors
Currently, the Board of Directors consists of 11 members, one of whom is female and 8 of whom are independent directors. The Board members possess a wide range of knowledge, abilities and expertise. Four specific committees have been appointed, namely the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Sustainable Development Committee, and the Risk Management Committee. Furthermore, GGC has defined that no Board members should hold directorship positions in more than 5 listed companies on the Stock Exchange of Thailand to ensure the efficient management and supervision of the Company.
Board of Directors Nomination
GGC’s Nomination and Remuneration Committee considers and recruits qualified individuals to be appointed as a member of the Board of Directors.
The process focuses on transparency and takes into account diversity in terms of independence, specialized skills, career fields and experience based on the GICS Level 1 Sectors Classification standards without any restrictions of or discrimination against gender, race, nationality, religion, age or cultural background. GGC also holds elections on an annual basis to consider the nomination of the Board of Directors and to continuously review operational efficiency.
Board of Directors’ Performance Evaluation
GGC evaluates the performance of the Board of Directors annually. In order to achieve an accurate and complete evaluation, GGC uses three types of assessment, namely 1) group assessment, 2) self-assessment, and 3) cross-assessment. All three assessment methods have an evaluation index that is consistent with best practices and the Corporate Governance Code 2017 (CG Code) established by the Securities and Exchange Commission (SEC). In 2021, the result of the annual group assessment was at 95.34 percent, the individual assessment (self-assessment) was at 94.50 percent and the individual assessment (cross-assessment) was at 93.25 percent.
In the event of an executive’s poor and dishonest performance, GGC can request an indemnity and reclaim incentives from such executive according to the Clawback Provision under Section 85 of the Public Limited Companies Act, B.E. 2535 (1992), and Section 89/7 and 281/2 of the Securities and Exchange Act, B.E. 2535 (1992) which was amended in 2008. In such event, executives may be subject to both civil and criminal penalties.
Shareholder Structure
In the event of an executive’s poor and dishonest performance, GGC can request an indemnity and reclaim incentives from such executive according to the Clawback Provision under Section 85 of the Public Limited Companies Act, B.E. 2535 (1992), and Section 89/7 and 281/2 of the Securities and Exchange Act, B.E. 2535 (1992) which was amended in 2008. In such event, executives may be subject to both civil and criminal penalties.
| Top10 Shareholders | No. of Shares (shares) | Percentage of Holding |
|---|---|---|
| PTT Global Chemical Public Company Limited | 739,999,980 | 72.29 |
| Mr. Samrerng Manoonpol | 114,731,200 | 11.21 |
| Mrs. Pensri Ratanasoontrakul | 14,399,400 | 1.41 |
| Mr. Songchai Achariyahiranchai | 8,067,300 | 0.79 |
| Ms. Pornrat Achariyahiranchai | 5,000,000 | 0.49 |
| Mr. Sanchai Viriyathaveechai | 4,180,500 | 0.41 |
| Mrs. Kunthong Udommahuntisuk | 4,000,000 | 0.39 |
| Muang Thai Life Assurance Public Company Limited | 3,800,000 | 0.37 |
| Thai NVDR Company Limited | 3,543,900 | 0.35 |
| Ms. Rattiporn Korasutisopon | 3,100,000 | 0.30 |
Overview As of 25 February 2022
Voting Rights
GGC attaches importance to the equality of shareholders. Therefore, shareholders are entitled to 1 vote per 1 share with no offers of golden shares or dual class shares to any particular shareholder or under any specific conditions.
If a shareholder holds a Non-Voting Depository Receipt (NVDR), he/she will not have the right to vote at the Shareholder Meeting, except in the case of exercising the right to vote on the delisting of shares from the Stock Exchange of Thailand.
Securities Holding
The holding of the Company’s securities can incentivize executives to achieve goals and build long-term engagement with the Company. Therefore, GGC has established the Directors and Executives’ Securities Holding and Trading Best Practices and non-disclosure requirements based on the Securities and Exchange Act, B.E. 2535 (1992) as well as the guidelines of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC).
The number of shares held by the Managing Director and senior executives has been disclosed as follows (Information as of 31 December 2021):
Securities Holding in the Name of Directors, their Spouse and Minor Children
| Securities Holder | Number of Shares (share) |
|---|---|
| 1. Mr. Piroj Samutthananont | N/A |
| 2. Mr. Kumpol Chaikitkosi | N/A |
| 3. Mr. Warophat Kimchuwanit | N/A |
| 4. Mrs. Boodsada Seema | N/A |
| 5. Ms. Wanlapa Sophiskhaunkhant | N/A |
| 6. Mr. Jakrit Rungsimanop | N/A |
| 7. Mr. Sansern Sujitjorn | N/A |
| 8. Mr. Ekaphong Govitgoongrai | N/A |
| 9. Mr. Suchet Deemangmee | N/A |
| 10. Mr. Thodsaphorn Phienchob | N/A |
| 11. Ms. Chompunuch Liamprawat | N/A |
| 12. Mr. Suriyawut Rawdkrajab | N/A |
| 13. Mr. Sayan Saesue | N/A |
| 14. Mr.Chanasiri Vanich | 3,000 |
| 15. Mr. Piya Suri | N/A |
| 16. Mr. Dumrong Putiput | N/A |
Management Remuneration
The remuneration of the Managing Director has been appropriately determined under clear, transparent, fair and reasonable criteria which takes into account his/her duties, responsibilities and performance. GGC evaluates the performance of the Managing Director and senior executives annually based on Key Performance Indicators (KPIs), such as financial performance, implementation of long-term strategic goals, management performance, corporate performance, comparison of practices with other SET listed companies of similar size in the same industry, and in proportion with duties and responsibilities, management development and the overall economic situation. The assessment results affect the short-term and long-term remuneration of the management, including salary, bonus and other benefits. In 2021, the Managing Director received an annual remuneration of 9,691,020.50 THB.
Furthermore, GGC has disclosed the average and median of employee annual remuneration and the ratio of the average and median of employee and MD remuneration:
| Employee Compensation (in THB) | Median | Average |
|---|---|---|
| Median/average of all employees’ annual remuneration, except MD | 1,281,646.89 | 1,841,865.28 |
| Ratio of average or median of employee remuneration and MD annual compensation | 7.56 | 5.26 |