The Company operates its businesses in a fair manner, upholding the long-practiced culture under an ethical framework, which has been developed to suit the ongoing economic and social changes, and being responsible towards every stakeholder groups. As a result, in 2016 the Company was rated as being “Excellent” in the Corporate Governance Assessment of Thai Listed Companies undertaken by the Stock Exchange of Thailand (SET).
The Company’s Board of Directors has established the Good Corporate Governance Policy, as part of the Company’s overall policies, which came into effect in 2004. The Good Corporate Governance Policy Guidelines have been developed and, since then, regularly revised to be current and appropriate to the latest situation.
The Board of Directors appointed a Good Corporate Governance Committee in 2012 to work with the Good Corporate Governance Working Group, which was also established in the same year. This working group is responsible for monitoring, assessing and improving the Company’s Good Corporate Governance Policy, so that it remains appropriate and consistent with the changing economic and social environments as well as with the relevant and applicable laws. It also has to ensure that it is consistent with the Corporate Governance Policy of Thai Listed Companies as specified by the Stock Exchange of Thailand and involved regulatory authorities.
The Board of Directors approved and published the “Good Corporate Governance Policy (3rd Edition, Revised - 2013)” in order to be appropriate and correspond to the amended regulations which encompasses the following key points.
Chapter 1: General Provisions
Clause 1 The following shall be called the Articles of Association of Srithai Superware Public Company Limited.
Clause 2 The term “Company” in this Articles of Association shall refer to Srithai Superware Public Company Limited.
Clause 3 Unless otherwise prescribed in this Articles of Association, any terms will be governed and complied with provisions of the Public Limited Company Act in all aspects.
Chapter 2: Issuance of Shares
Clause 4 Shares of the Company are ordinary shares. The par value of each share shall be equal to value.
Unless otherwise provided herein, ordinary shares are transferable without any restrictions. Foreigners are entitled to hold the ordinary shares in the Company not exceeding forty-five percent (45%) of all distributed ordinary shares.
Clause 5 The Company’s share certificates are named certificates of the shareholders and shall be signed by at least one director.
Clause 6 Certificate to bearer shall be issued within two (2) months from the date that the Registrar accepts to register the Company or from the date that the shares are fully paid in case of selling newly issued shares after the registration of the Company.
Clause 7 If any share certificate is lost, fade, or ruined in significant matters, the board of director shall duly reissue new certificate to the shareholder within fourteen (14) days from the date of receipt of the request. The shareholder shall make the fee payment for substitute certificate at five (5) Baht per certificate.
Clause 8 The Company shall not own its own shares or take them in pledge.
The forgoing paragraph shall not be applied in the following cases:
(1) The Company may repurchase the shares from the shareholder whose vote opposes to the resolution of a meeting of shareholders, modifying regulations of the Company concerning an exercise of the voting right and the right to receive dividends, that the shareholder deems that he or she is not given justice, or
(2) The Company may repurchase the shares for financial management when having retained earnings and liquidity surplus and such purchase shall not cause the Company to face financial problems.
The shares repurchased and held under this Clause will not be considered for constituting a quorum in the meeting of shareholders nor being able to exercise the voting right, and the right to receive the dividends, and such shares shall be sold within the time prescribed by laws. If shares are not sold or cannot be sold completely within such prescribed time, the Company shall decrease the paid-up capital by means of decreasing the registered shares equivalent to the portion of unsalable shares.
The act of repurchasing the shares, distribution of shares and decreasing of shares in accordance with this Clause shall be under the criteria and procedure prescribed by the law.
The act of repurchasing the shares of the Company shall require approval from shareholders, except such repurchase for shares is in an amount not over ten (10) percent of the paid-up capital; there shall be a power of the board of directors to give the approval of the mentioned repurchase.
Chapter 3: Transfer of Shares
Clause 9 Shares of the Company are transferable without any restrictions. Provided however that the transfer of shares:
(1) will cause the Company a loss of rights and benefits acquirable by law; or
(2) cause foreigners to hold shares in the Company over forty-five (45) percent of the capital.
Clause 10 Transfer of share shall be completed when the transferor endorses the share certificate by specifying the transferee name and by signing jointly by both the transferor and the transferee and the share certificate is handed to the transferee.
The transfer of shares can be used against the Company when the Company has received the request for share registration. Moreover, the transfer of shares can be used against the third party when such shares have been registered by the Company.
After the Company deems that the transfer of shares is in accordance with the law, the Company shall register such shares transfer within fourteen (14) days from the date of the request. If the Company deems that the transfer of shares is not correct and valid, the Company must notify the requestor within seven (7) days.
If the Company’s shares are listed as listed securities in the Stock Exchange of Thailand, the transfer of share shall be done in accordance with the laws of securities and stock exchange.
As for the transfer of other securities, either being registered as registered securities in the Stock Exchange of Thailand or not, it shall be done in accordance with the laws of securities and stock exchange.
Clause 11 In case that the transferee intends to receive a new share certificate, he or she shall have to request the Company in writing with his or her signature together with one signature of a witness to verify the same and the transferee must return the old share certificate to the Company. The Company shall register the transfer of shares within seven (7) days and issue a new share certificate within one (1) month from the date of receipt of the request.
Chapter 4: Board of Directors
Clause 12 The board of directors shall consist of board members of not exceeding twelve (12) persons and not less than five (5) persons and at least one half (1/2) of all directors shall have residence in Thailand.
Number of authorized director whose signature(s) are binding to the Company is any two directors sign jointly with the Company’s seal affixed.
Consideration for the fixing or changing authorized directors whose signatures are binding to the Company shall be adopted in the general shareholders’ meeting or board of directors’ meeting as it is deemed appropriate.
Clause 13 The directors shall be elected by the shareholders’ meeting in accordance with the following criteria and procedures:
(1) Each shareholder shall have one share for one vote;
(2) Each shareholder shall exercise all of his or her shares according to (1) to vote for one or more directors but cannot divide the votes to specific director more or less than the others;
(3) Persons who receive the highest votes arranged in order from higher to lower are elected to be the directors of the Company in a number equal to that of the number of directors to be appointed. In the event of a tied vote for a lower place, which would make the number of directors greater than that required, the chairman of the meeting shall have a casting vote.
Clause 14 At every annual general meeting, one-third (1/3) of the directors, or if the number of directors cannot be divided exactly into three parts, the number of directors nearest to one-third (1/3) shall vacate office.
The directors who vacate office in the first and second years following the registration of the Company shall be drawn by lots. In subsequent years, the directors who have remained in office for the longest time shall vacate office.
Clause 15 Apart from vacating at the end of his office term, directors shall vacate office upon:
(3) lack of qualifications or disqualifications under the Section 68 of the Public Limited Company Act B.E. 2535;
(4) removal pursuant to a resolution passed at the shareholders meeting in accordance with Article 18;
(5) removal pursuant to a court order.
Clause 16 To resign from office, a director has to hand in his resignation letter to the Company. Such resignation shall become effective on the date the resignation letter reaches the Company.
A director who has resigned according to the foregoing paragraph may also inform the registrar of the facts.
Clause 17 In the event that a position of director becomes vacant for any reason other than the end of his office term, the board of directors shall on the next board meeting appoint a qualified person, not having unacceptable qualification under Section 68 of the Public Limited Company Act B.E. 2535, to be a substitute director in the following meeting. If such office term remaining is less than two (2) months, the substitute director shall hold office only for the remainder of the term of office of the director whom he substitutes.
The resolution of the board of directors pursuant to the first paragraph must be approved by the votes of not less than three-fourths (3/4) of the number of the remaining directors.
Clause 18 The shareholders’ meeting may pass a resolution to remove any director from office prior to retirement by rotation, by a vote of not less than three-fourths (3/4) of the number of shareholders attending the meeting and having the right to vote and the shares held by them shall, in aggregate, be not less than one half (1/2) of the number of shares held by the shareholders attending the meeting and having the voting right.
Clause 19 The director can either be or not be the shareholder of the Company.
Clause 20 The board of directors shall elect one of the directors to be the chairman of the board.
The board may elect one or several directors to be vice-chairman. The vice-chairman has a duty in accordance with the Articles of Association as the chairman assigns.
Clause 21 At a meeting of the board of directors, at least one half (1/2) of the total number of directors present shall constitute a quorum. In the event that the chairman of the board is not present at the meeting or cannot perform his or her duty, and if there is a vice-chairman, the vice-chairman present at the meeting shall be the chairman of the meeting. If there is no vice-chairman or if there is a vice-chairman but he or she cannot perform his or her duty, the directors present at the meeting shall elect one of the directors to be the chairman of the meeting.
Decisions of the board of directors’ meeting shall be made by majority votes.
Each director is entitled to one (1) vote, but a director who has interest in any matter shall not be entitled to vote on such matter. In the event of a tied vote, the chairman of the meeting shall have a casting vote.
Clause 22 In calling a meeting of the board of directors, the chairman of the board or the person assigned by the chairman of the board shall serve written notice calling for such meeting to the directors not less than seven (7) days prior to the date of the meeting. Where it is necessary or urgent to preserve the rights or benefits of the Company, the meeting may be called by other methods and an earlier meeting date may be chosen.
Clause 23 The directors shall perform his duties in accordance with the law, the objectives and Articles of Association of the Company including resolutions passed by the shareholder’s meetings.
Clause 24 The director shall not be engaged in any business as partners or hold shares in another juristic person of the same category and being in competition of the Company unless he has informed the shareholders’ meeting before passing of such resolutions.
Clause 25 The directors must notify the Company without delay if involved in any agreement with the Company or hold shares or debentures in the Company or its affiliates, if it increases or decreases.
Clause 26 A meeting of the board of directors must be held at least once every three (3) months.
Clause 26/1 In the event that the Company or its subsidiaries agree to enter into connected transactions as defined in the Notification of the Stock Exchange which governs connected transactions of the listed companies, the Company shall comply accordingly to the criteria and procedures as specified in the Notification.
Chapter 5: Shareholders’ Meeting
Clause 27 The board of directors shall call for a shareholders’ meeting which is an annual ordinary general meeting of shareholders within four (4) months from the last day of the fiscal year of the Company.
Shareholders’ meetings other than the one referred to in the first paragraph shall be called extraordinary general meetings. The board of directors may call for the extraordinary general meeting of shareholders at any time as it deems appropriate. Shareholders holding shares amounting to not less than one-fifth (1/5) of the total number of issued shares or not less than 25 shareholders holding shares amounting to not less than one-tenth (1/10) of the total number of issued shares may submit their names and request the board of directors in writing to call for an extraordinary general meeting at any time, provided that, the reasons of request for calling for such meeting shall be clearly stated in the said written request. In such an event, the board of directors shall proceed to call for a shareholders’ meeting to be held within one (1) month from the date of the receipt of such request from the said shareholders.
Clause 28 In calling a shareholders’ meeting, the board of directors shall prepare a written notice specifying the place, date, time, agenda of the meeting and the matters to be proposed to the meeting in appropriate detail by clearly indicating whether it is a matter proposed for acknowledgement, approval, or consideration, as the case may be, including the opinion of the board of directors on the said matters, and the said notice shall be distributed to the shareholders and the registrar not less than seven (7) days prior to the date of the meeting. The notice shall be published in a newspaper for not less than three (3) consecutive days and not less than three (3) days prior to the date of the meeting.
Clause 29 At a shareholders’ meeting, there shall be not less than 25 shareholders and proxies (if any) attending the meeting or not less than one half (1/2) of the total number of shareholders and in either case such shareholders shall hold shares amounting to not less than one-third (1/3) of the total number of issued shares of the Company, whereby a quorum would then be constituted.
At any shareholders’ meeting, if one (1) hour has passed from the time specified for the meeting and the number of shareholders attending the meeting is still inadequate for a quorum as prescribed, and if such shareholders’ meeting was called as a result of a request of the shareholders, such meeting shall be cancelled. If such meeting was not called as a result of a request of the shareholders, a new meeting shall be called for and the notice calling for such meeting shall be dispatched to shareholders not less than seven (7) days prior to the date of the meeting. In the subsequent meeting, a quorum is not required.
Clause 30 A resolution of the shareholders’ meeting shall require:
(1) in an ordinary event, the majority votes of the shareholders who attend the meeting and cast their votes. In the event of a tied vote, the chairman of the meeting shall have a casting vote.
(2) in the following events, a vote of not less than three-fourths (3/4) of the total number of votes of shareholders who attend the meeting and have the right to vote is required:
(a) the sale or transfer of the whole or the substantial part of the Company’s business to any other person;
(b) the purchase or acceptance of transfer of the business of other company or private company by the Company;
(c) execution, amendment or termination of any agreement with respect to the granting of a lease of the whole or substantial parts of the Company’s business, the assignment of the management of the business of the Company to other person, or the amalgamation of the business with other persons for the purpose of profit and loss sharing.
Clause 31 The matters which should be conducted by the annual general meeting of shareholders are as follows:
(1) to consider the report of the board of directors concerning the Company’s business in the past fiscal year;
(2) to consider and approve the balance sheet;
(3) to consider appropriation of profits;
(4) to consider and elect new directors in place of those who retire by rotation;
(5) to consider and appoint an auditor;
(6) other business.
Chapter 6: Accounting, Financial and Auditing
Clause 32 Fiscal year of the Company shall commence on the 1st day of January and end on the 31st day of December of every year.
Clause 33 The Company shall prepare and maintain accounts and auditing of accounts as required by the relevant law, including preparing balance sheet and statement of profit and loss at least once in each twelve (12) month period which is a fiscal year of the Company.
Clause 34 The board of directors shall prepare the balance sheet and the statement of profit and loss as of the last day of the fiscal year of the Company for submission to the shareholders for consideration and approval at the annual general meeting. The board of directors shall cause balance sheet and the statement of profit and loss to be examined by an auditor prior to submission to the shareholders’ meeting.
Clause 35 The board of directors shall deliver the following documents to the shareholders together with the notice calling for an annual general meeting of shareholders:
(1) copies of the balance sheet and statement of profit and loss, which have already been audited by the auditor, including the auditor’s report; and
(2) annual report of the board of directors.
Clause 36 No dividend shall be paid otherwise than out of profits. If the Company has accumulated loss, no dividend shall be paid.
The dividend will be equally allocated to each share.
The board of directors may from time to time pay to the shareholders such interim dividends as appeared to the directors to be justified by the profits of the Company, and shall report to the shareholders on the payment of interim dividends at the next meeting of shareholders.
The payment of dividends shall be made within one (1) month from the date on which the resolution was passed at the meeting of shareholders or of the board of directors, as the case may be. The dividend payment shall be announced to the shareholders in writing and the notice of dividend payment shall be published in the newspaper.
Clause 37 The Company shall appropriate the annual net profit in accordance with the Public Limited Company Act.
Clause 38 The auditor cannot be a director, staff member, employee or have acquired any position in the Company.
Clause 39 The auditor has the authorization to examine the accounts, documents and other evidence regarding the income, expenditures including the assets and debts of the Company during the working hours of the Company. In examining so, the auditor shall have the authorization to interrogate directors, employees and staffs or person holding office in any position of the Company or representatives of the Company. In addition, the auditor has the authorization to ask them to report fact or submit documents and evidence regarding the business of the Company.
Clause 40 The auditor has the duty to attend the shareholders’ meeting in each time that the meeting considers the balance sheet, statement of profit and loss, and matters concerning the account of the Company to report audit results to the shareholders. The Company shall also submit the reports and documents given to the shareholders for such shareholders’ meeting to the auditor.
Chapter 7: Supplementary
Clause 41 Affixed hereunder is the Company’s seal:
- Company’s Seal -
Clause 42 If it is required or deemed appropriate to amend this Article of Association, the shareholder’s meeting shall consider amending so in accordance with the law.