Corporate Governance

The Company has set policies to maintain good corporate governance with an aim to the Company’s operation transparent and effective in accordance with the Stock Exchange of Thailand (SET) guidelines stipulated 5 areas as follows:

Section 1: Rights of Shareholders

  1. The Company recognizes and places importance on fundamental rights of shareholders. They include the right to trade or transfer shares, the right to gain the Company’s profit, the right to receive adequate information of the Company. In addition, it acknowledges the right to attend shareholders’ meetings in order to exercise voting right in appointing or removing directors, appointing auditors and other matters, which may affect the Company’s operation. Those other matters may include, for example, the Allocation of Dividends, determination or amendment of Articles of Association and Memorandum of Association, decrease or increase of Capital and approval extraordinary items.
  2. The Company takes various actions to encourage shareholders to exercise their rights in addition to the fundamental rights. In a shareholders’ meeting, the Company would provide information on venue, date, time, and agenda of the meetings, as well as the opinions of the Company’s directors and other supplementing information concerning the matters that need to be considered in the meetings. The information will be distributed to shareholders at least 21 days prior to the meetings and posted on the Company’s website (http://www.aripplc.com). The Company also gives opportunity to shareholders to ask questions and express their opinions or suggestions in any matters fully and freely. Upon the adjournment of a meeting, the Company will prepare a minute of meeting, which presents accurate and complete information for the shareholders to verify.
  3. The Company has a policy to invite the Company’s Board of Directors attend the shareholders’ meetings in order to clarify or answer questions of shareholders in the meetings.
  4. The Company facilitates and encourages shareholders to participate and voting in shareholders’ meetings at no cost. It refrains from taking any actions that may limit shareholders’ opportunities to attend the meetings and takes effort to make registration and voting procedures to be as simple and easy as possible. In addition, it organizes a meeting at a venue that has a parking area and with easy access via a public transportation to facilitate the attendance of the shareholders.
  5. The Company recognizes the importance of shareholders’ right. It will not take any action to infringe upon or diminish the shareholders’ rights.

 

Section 2: Equitable Treatment of Shareholders

  1. The Company has a policy to perform and protect the rights of all shareholders equally and fairly. The Company also provides opportunity for shareholders who cannot attend the meeting in person. A shareholder may appoint an independent director or individual to attend the meeting and vote on his/her behalf.
  2. The Company also provides opportunity for minority shareholders to propose issues to be added to the meeting agendas as well as to nominate a director within a reasonable time in advance. The Company has disclosed guidelines and process for shareholders should they wish to propose any agenda to be considered, on the Company’s website (http://www.aripplc.com).
  3. The Company encourages the use of proxy forms on which shareholders can specify their voting preferences. The Company provides options for shareholders to appoint any of the 3 independent directors as their proxies.
  4. A shareholders’ meeting will be carried out in accordance with the Articles of Association and following the order of meeting agendas. Complete details and supporting information will be openly presented in each agenda. If it is not completely necessary, there will be no agenda added without notifying the shareholders in advance.
  5. The Company’s Board of Directors has established measures to prevent illegal use of internal information (Insider Trading) by all parties including directors, executives, employees and staffs, as well as spouses and minor children of directors who involve with the information. There are punishments in relation to the disclosure of the Company’s information or the use of the Company’s information for personal gain in accordance with the policy on the prevention of internal information exploitation.

 

Section 3: Role of Stakeholders

The Company recognizes the rights of stakeholders and treats them equally and respectfully based upon human rights principle. There are details of the Company’s conducts towards relevant stakeholders as follows:

  • Shareholders / Investors: The Company intends to conduct business with honestly straightforward verification based on the principles of corporate governance; good corporate governance to disclose the information and acknowledge to shareholders and investors with accuracy and fairness, in order to, offers the best interests to all shareholders, develops the Company’s sustainable business growth, and generates the satisfaction on return of investment in the long term.
    • Customer: The Company operates the business with integrity, constancy by implementing quality, an emphasis on the standards of products and services and striving to create satisfaction for customers in the fair price. The Company raises the standard quality continuously and pays attention to deliver products and services up to the benchmarks, such as
      • Disclose the product and service information and acknowledge to the stakeholders with accuracy, fairness and up-to-date, for their decision making.
      • Develop and maintain the good partnership with the business partners sustainably.
    • Business Partners: the Company’s partner selection was conducted in a transparent and fair manner. The Company balanced the interests between the Company and partners fairly. All agreements or contracts must be based on fairness and commitment to success through good, continuous, and long-standing business relationship.         The Company has a rigorous, transparent, accountable and efficient procurement system for its products and services.
    • Competitor: The Company’s principle of free enterprise and promotes free trade by complying with a good competition framework, ethics, compliance with law, and code of conduct. It maintains the norms of conduct in the competition and avoids dishonest methods in destroying its competitors.
    • Creditor: The Company honestly and strictly honors all contracts with its creditors and financial institutions. The Company properly performs its duties to all creditors under contract conditions and does not cover up information or facts that may harm creditors. If the Company cannot honor the contracts, it must notify its creditors in advance to jointly solve problems.
    • Employee: The Company recognizes the importance of the Company’s employees who will take part in driving the Company so it can continue to develop its business operation in the future. The Company subsequently focuses on the continuous development of its employees’ abilities, skills and potential, as well as the employee’s performance evaluations and promotions. The remuneration and benefits of employees are considered equally and fairly.
    • Community and Society: The Company emphasizes on maintaining the environment of communities surrounding the Company’s office, also stimulates and promotes the corporate social responsibility for its employee in social volunteer works.
    • Environment, Safety and Occupational Health: The Company believes that the safety and occupational health of our employees are our fundamental responsibilities. The Company, therefore, set the policy to enable our employees to work safely and comply with the relevant laws.

 

Section 4: Disclosure and Transparency

  1. The Company’s Board of Directors gives emphasis to the disclosure of information with accuracy, completeness and transparency in financial reports and the Company’s information in accordance with the criteria of the SEC and the SET. This include important information that affects the stock and security prices of the Company, which will affect the decision-making process of investors and stakeholders of the Company so that all related parties of the Company are aware of all information equally. The Company will publish information of the Company to shareholders and the public through media of the Stock Exchange of Thailand and the Company’s website and disclose information in Thai and English.
  2. The Company’s Board of Directors is aware of the responsibility for financial reports that should contain accurate, complete, true and reasonable information. The Company’s financial statement is prepared in accordance with generally accepted accounting standards. It would choose appropriate accounting policies; comply with them on a regular basis with cautious judgment. There will be adequate information being disclosed in the notes to financial statements.
  3. The Company provides a statement of the Board’s responsibilities concerning the Company’s financial report. This statement is presented alongside the auditor’s report in the Company’s annual report (56-1) and annual report (56-2). According to the SET and the SEC regulations, the Company discloses the roles and responsibilities of the Board of Directors, Audit Committee and Nomination & Remuneration Committee, the total number of meetings and the number of meetings each member attends, as well as the results of tasks performed during the year in the annual report and in shareholder meeting notices. The Company sets up a unit to directly take charge of providing information and communication with shareholders investors and financial analyst.
  4. The Company has disclosed the information of the consolidation and the investment/ the disposal of investment to the Company’s Board of Directors with the completeness and transparency according to regulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC). At the BOD’s meeting quarterly, Directors and Executive committee has been submitted “The Report on Interest of Directors, Executives and Related Persons” and “The Acquisition Report” to the Board of Director.
  5. The Company announces the policy of the Notification of the company’s stock trading to the Directors and senior management level to inform the trading transection of the company shares at least 1 day in advance to the Company’s secretary.

 

Section 5: Responsibilities of the Board of Directors

  1. Structure of the Board of Directors

The structure of the Company’s Board of Directors comprises independent directors at least one third of the entire board. At present, the Company has a total of 8 directors in which 2 of them are executives and 6 of them are non-executive directors (including the Chairman of the Board), which also include 4 members of the Independent Director. This structure will counterbalance the votes when considering various matters. Moreover, the Company’s Board of Directors also appoints sub-committees to help supervising the Company’s operation as follows:

1.1 Executive Committee: the Company has a total of 6 members of the executive committee. This executive committee will determine direction and strategy for business operation in accordance with the goals set by the Company’s Board of Directors to ensure that the administration is carried out smoothly.

1.2 Audit Committee: the Company’s audit committee comprises 3 members of Independent Directors to perform specific functions and propose matters to the Company’s Board of Directors to consider and acknowledge. The audit committee has rights and duties as set out in the authority of the audit committee. In this regard, at least 1 member of the audit committee must have sufficient knowledge and experience in accounting and financial so that he/she is able to be responsible for the review of credibility of the Company’s financial statements.

1.3 The Nomination and Remuneration Committee consists of 3 members of Directors or Executives, more than half of all members must be Independent Directors. The Committee’s duty is to determine the criteria and policies in nominating and remuneration of the Board and sub-committees. Furthermore, the recruitment and nomination of appropriate persons in the position of Directors, and the remuneration for the Board of Directors and sub-committees, and other acts as assigned by the Board, the Committees propose to the Board and/or the shareholders meeting.

The Company has a policy to appoint different individuals who take the positions of the Chairman of the Board, Executive Chairman and the CEO in order to prevent any person from having absolute authority in any particular matter especially. The Company’s Board of Directors who determines authorities and succession planning, and selects candidates for those positions. The Company’s CEO will not serve as a director of another company, except for subsidiaries or other companies, which the Board of Directors considered and approval.

  1. Roles, Duties and Responsibilities of the Board of Directors

Refer to Authorities and Duties of the Board of Directors in Management Structure.

  1. Duration of office

In each annual general meeting of shareholders one-third of the directors shall vacate their positions. The directors who have been in their positions longest should vacate their posts. Directors whose term in office has thus ended may be re-elected.

Members of the audit committee shall remain in office for three years. Member(s) of the audit committee whose term in office has expired may be re-appointed. Resignation from the Audit Committee, member(s) of the audit committee shall submit his/her letter of resignation to the Chairman of the Board of Directors at least 30 days in advance. The Board of Directors shall approve resignations and send copies of resignation letters to the Stock Exchange of Thailand.

The Nomination and Remuneration Committee is equivalent to the term of office of the audit committee. Should a vacancy arise in the audit committee for reasons other than the expiry of the duration of office, the Board of Directors shall appoint a person with all the necessary qualifications to replace the resigned person. The appointed person shall remain in office only for the remaining term of office of the person whom they are replacing, and the Stock Exchange of Thailand shall be notified accordingly.

  1. Meetings of the Board of Directors

The Company has a policy for the Company’s Board of Directors to convene meetings at least once every 3 months and there may be additional special meetings as necessary. For each meeting, the meeting agendas will be clearly specified and meeting invitation must be sent with all relevant details 7 days in advance so that the Company’s Board of Directors will have enough time to study the information before attending the meeting. Minutes of the meetings must be recorded in writing and the minutes that have been certified by the Company’s Board of Directors must be kept and verified later by the Board of Directors and other related parties.

The Audit Committee shall hold meetings once every quarter to deliberate the quarterly budget and other issues in accordance with the Audit framework. The Chairman of the Audit Committee may call the meetings in special instances to deliberate issues that are necessary or urgent as deemed appropriate. In calling a meeting of the audit committee, the Chairman of the Audit Committee shall send a letter to the members of the Audit Committee no less than 7 days prior to the date of the meeting. An exception may be made in urgent circumstances; the meeting may be announced by other means to schedule for an earlier suitable period. The Chairman of the Audit Committee shall report the minutes of the meeting to the Board of Directors on the next meeting.

The Nomination and Remuneration Committee shall hold meetings at least once a year to consider the nomination appropriate candidates for the Directors, and determine the remuneration for the Board and sub-committee, and other acts as assigned by the Board, and propose to the Board on next meeting.

In every committee meeting, the minimum quorum number when the committee will vote on the all meeting must contain the members not less than two-thirds of the total membership.

  1. Remuneration of Directors and Executives

The Company has determined remuneration for the directors and executives at an appropriate level, which is sufficient to retain competent directors and executives. While it avoids paying excessive remuneration, it maintains the rate at the level comparable to companies in the same group of industry. Factors to be considered include experience, obligations, appraisal and scope of roles and responsibilities. The remuneration payment of the directors must be approved by the Company’s shareholders. For remuneration of executives, it will be in accordance with principles and policies as determined by the Executive committee in which the consideration will be made based on duties, responsibilities, performance of each executive, and operational performance of the Company.

 

  1. Development of Directors and Executives

Every newly appointed director shall be duly informed the regulations and information of the Company and its subsidiaries as needed before performing their duties. Each director would receive proper training to continuously develop their knowledge in order to help them efficiently perform their duties and effectively control the business operation of the Company.

 

  1. The Board Self-Assessment

7.1        Evaluation of the Board of Directors’ performance

The Board of Directors performed the board self-assessment by itself according to committee’s self-assessment form at least once a year to enable the Board of Directors to consider their performance, problems, and obstacles during the past year.  The Company sent the assessment form to all Directors in November each year to evaluate and then sent to a secretary for collecting the result.

 

7.2        Evaluation of the chief executive officer (CEO)’s performance

The Board of Directors evaluated CEO by itself according to CEO assessment form at least once a year to assess CEO’s performance during the past year.  The Company sent the assessment form to all directors in November each year to evaluate and then sent to the secretary for collecting the result.