1.
Corporate Governance Policy
Vision
“UFM, the Leader in Quality Wheat Flour products for Health and Food Security”
Missions
“Every bag of UFM flour is quality and reliable”
Determination
“People must consume wheat flour-based foods with great nutritional content
at a reasonable cost and with quality standards equivalent to those of other countries”
at a reasonable cost and with quality standards equivalent to those of other countries”
Values
Professionalism
Innovativity
Empathy
Synergy
Corporate Identity
Expertise
Empathy
Innovative
Objectives
The Board of Directors has the intention to promote United Flour Mill Public Company Limited (the “Company”) as an organization that operates with efficiency, sound management practices, business ethics, and a management system that is transparent, auditable, equitable, and fair. This is to ensure the Company's sustainable growth and to maximize benefits for the Company while fostering confidence and building strong relationships with the Company's stakeholders.
The Board of Directors has established a Corporate Governance Policy in accordance with international corporate governance standards,
to serve as a framework for the Board of Directors, senior management, and all personnel of the Company to follow in their conduct.
The Policy is composed of five chapters,
as follows:
to serve as a framework for the Board of Directors, senior management, and all personnel of the Company to follow in their conduct.
The Policy is composed of five chapters,
as follows:
Section 1
Rights of Shareholders
Section 2
Equitable Treatment of Shareholders
Section 3
Role of the Stakeholders
Section 4
Disclosure and Transparency
Section 5
Responsibilities of the Board of Directors
Scope of Application
This Corporate Governance Policy applies to the Board of Directors, the chief executives and the personnel in all units of the Company.
Definitions
| Terms | Meaning |
|---|---|
| Board of Directors | Company’s Board of Directors. |
| Sub-committee(s) | Sub-committees appointed by the Board of Directors as to support the Board of Directors’ performance of duties as necessary, such as the Executive Committee, Audit Committee or Nomination and Remuneration Committee, etc. |
| Competitors | A group of individuals or institutions engaged in the same or similar business activities, whose products or services are substitutable or interchangeable from the perspective of customers. |
| Partners | Any suppliers of goods and/or services to the Company |
| Creditors | A person or legal entity entitled to demand payment from the Company for debts arising in the ordinary course of business, whereby the Company is obligated to make payment for goods and services upon the agreed due date. |
| Personnel of the Company | Employees at all levels working for the Company |
| Shareholders | Company’s shareholders |
| Chief Executives | Person who take the position of Chief Executive Officer or Chief Financial Officer |
| Stakeholders | Shareholders, customers, competitors, partners, debtors, creditors, personnel of the Company, government or government agencies, Society and communities, individuals, legal entities involved directly and affected by the operations of the Company |
| Customers | Purchaser or user of the Company’s services |
| Debtors | Individual or legal entity who the Company has the right to demand for debt payment whether in cash, asset, action, or other economic benefits when payment is due |
| Secretary of the meeting | Company’s secretary |
| Regulator | Government sector as well as government agencies or companies related to the government that have a duty to supervise other companies to comply with the law or according to their authority |
Guidelines on Good Governance
Good Governance means the structuring and implementation of governance frameworks and mechanisms that define and regulate the relationships and decision-making processes among the Board of Directors, senior management, Company personnel, shareholders, and other stakeholders, in order to achieve the objective of creating long-term sustainable value for the Company.
Guide of Practices under the Good Governance Principles
Section 1
Rights of Shareholders
1)
Rights to sell or transfer shares and right to profit sharing
The Company places great importance on the protection and preservation of shareholders' rights, recognizing shareholders as the rightful owners of the Company who exercise control through the Board of Directors appointed by them. Accordingly, the Board of Directors acknowledges the importance of granting fundamental rights to all shareholders in an appropriate, equitable, and fair manner. Such fundamental rights of shareholders include, among others, the right to buy and sell shares, the right to transfer shares, and the right to receive a portion of the Company’s profits. The portion of profits allocated to shareholders shall be distributed as returns in accordance with the Company’s dividend payment policy.
2)
Rights to receive information, attend meetings and cast votes in the meeting of Shareholders
Shareholders, as owners of the Company, are entitled to attend meetings, propose meeting agenda items in advance, nominate individuals for election as directors, and participate in decision-making on matters of material significance to the Company. These include the approval of major transactions that affect the Company’s business direction, the exercise of voting rights either in person or by proxy, the receipt of meeting invitations, and the right to receive and access information of the Company. Each year, the Company shall convene meetings in strict compliance with applicable laws, the Company’s Articles of Association, and its Good Corporate Governance Policy. The conduct of such meetings shall adhere to the following prescribed procedures and principles:
2.1)
Prior to the Shareholders’ Meeting
A.
The Board of Directors shall convene an Annual General Meeting of Shareholders within a period not exceeding four (4) months from the end of the Company’s fiscal year. Any shareholders’ meeting held other than the aforementioned shall be referred to as an Extraordinary General Meeting.
B.
The Board of Directors may convene an Extraordinary General Meeting of Shareholders at any time as it deems appropriate. Alternatively, shareholders holding not less than one-fifth (1/5) of the total number of issued shares, or not less than twenty-five (25) shareholders holding in aggregate not less than one-tenth (1/10) of the total number of issued shares, may jointly submit a written request to the Board of Directors to convene an Extraordinary General Meeting of Shareholders at any time, provided that the request clearly states the reasons for calling such meeting. In such case, the Board of Directors shall convene the shareholders’ meeting within one (1) month from the date of receipt of the said request.
C.
In calling a shareholders’ meeting, the Board of Directors shall prepare a notice of meeting along with supporting documents and assign Thailand Securities Depository Co., Ltd., a securities registrar, to deliver such notice of meeting to all shareholders in advance within the period prescribed by applicable laws and the Company’s Articles of Association. The notice of meeting shall clearly specify the venue, date, and time of the meeting, the agenda items, the objectives and rationales for each agenda item, the opinion of the Board of Directors, the voting requirements for each item, and all other relevant supporting information in a sufficiently detailed manner to allow shareholders adequate time to review and consider the information in advance of the meeting. In cases where additional agenda items are proposed by shareholders in accordance with applicable laws, the Company shall publish the notice of meeting in a newspaper for a consecutive period of not less than three (3) days, and such publication shall be made at least three (3) days prior to the date of the meeting.
D.
The Company allows the shareholders to authorize a proxy to attend the meeting on their behalf. The Company will prepare a proxy appointment form in accordance with the laws along with instructions on how to appoint a proxy and deliverer to the shareholders together with the invitation notice for the shareholders to be able to authorize other person as proxy to attend the meeting on their behalf. The rules, procedures and conditions for proxy appointment will be in accordance with the legal requirements.
E.
The shareholders may propose meeting agenda and/or nominate persons to be appointed as directors in the annual general meetings of shareholders. The shareholders may also submit their queries, suggestions and opinions in advance of the general meeting of shareholders. The said can be done through several channels such as by e-mail and by post.
2.2)
Conduct of the Shareholders’ Meeting
A.
The shareholders’ meeting shall be convened at a venue or conducted through electronic means that are appropriate to the number of participants, ensure a high standard of security, and provide convenience for shareholders to attend. Such arrangements must be in full compliance with all applicable laws and regulations. The physical location of the shareholders’ meeting shall be within the locality in which the Company’s head office is situated, or at such other location as may be determined by the Board of Directors. In all cases, the Company shall strictly comply with public health measures prescribed by the Ministry of Public Health for the prevention and control of disease outbreaks.
B.
A shareholder registration process shall be arranged using pre-printed registration forms and proxy forms bearing the names of each shareholder, applicable to both physical meetings held at the designated venue and electronic meetings. This is to ensure an efficient and expedited registration procedure. In addition, stamp duties shall be prepared and made available for participants attending the meeting by proxy on behalf of shareholders.
C.
Guidelines for the conduct of the meeting shall be established to ensure that all shareholders are treated equally and are provided with appropriate facilitation. Shareholders shall be permitted to register and attend the meeting at any time during its course, and shall be entitled to exercise their voting rights on any agenda item for which a resolution has not yet been passed. Shareholders shall also have the right to freely and equally express their opinions on such agenda items within an appropriate timeframe.
D.
Prior to the commencement of the meeting, the Chairperson or a designated representative shall introduce the attending directors, executives, auditor, and legal advisor (if any), and inform the meeting of the voting procedures and vote counting method. After each agenda item is presented, the Chairperson shall allow shareholders to ask questions and express opinions equally. Appropriate time shall be allocated for discussion and responses. For the election of directors, shareholders shall vote on an individual basis.
E.
Ballot cards shall be used for voting, and the Company shall appoint responsible officers to verify and count the votes for each agenda item. Upon the completion of voting on each item, the officers shall collect the ballots, tally the votes, and promptly disclose the results to the meeting. All ballots shall be categorized and securely retained for each respective agenda item.
F.
Shareholders who attend the meeting after it has been called to order by the Chairperson shall be entitled to vote on agenda items that are under consideration and for which no resolution has been adopted. Such shareholders shall be counted as part of the quorum only from the agenda item at which they are present onward. Consequently, the quorum and the number of shareholders eligible to vote may vary across agenda items.
G.
In the meeting, if any shareholder has a direct or indirect interest or conflict of interest in any agenda item, such shareholder shall disclose the matter to the meeting, abstain from voting, and refrain from participating in the deliberation of that item. The meeting shall record the relevant details and facts in the minutes accordingly.
2.3)
Subsequent to the Annual General Meeting
A.
The Company shall submit the annual report, together with copies of the audited statement of financial position and statement of comprehensive income as approved by the shareholders, as well as a copy of the minutes of the shareholders’ meeting relating to the approval of such financial statements, profit appropriation, and dividend distribution. These documents shall be certified as true and correct by an authorized signatory of the Company and submitted to the Registrar. The statement of financial position and statement of comprehensive income shall also be published in a newspaper for at least one (1) day following the date of such publication. All such submissions and publication shall be completed within one (1) month from the date of the shareholders’ approval. In addition, the Company shall update and submit its current shareholder register to the Registrar of Public Limited Companies in accordance with the law.
B.
The Company shall prepare and retain the minutes of the shareholders’ meeting and the resolutions thereof at the Company’s office. Any shareholder wishing to inspect the minutes or resolutions may submit a written request or contact the Company at 02-225-3227 ext. 1556, addressed to the Company Secretary or the Legal Department, who shall act as the liaison for disclosure and direct communication with shareholders.
Section 2
Equitable Treatment of Shareholders
The Company places importance on all shareholders, including directors, senior executives, employees, minority shareholders, and foreign shareholders. It adheres to governance practices that protect the fundamental rights of shareholders equally and fairly, thereby promoting investor confidence. The Company also provides shareholders with the right to propose agenda items and to nominate qualified candidates for election as directors.
The Company has established measures governing the use of internal information and has clearly communicated such measures to directors, senior executives, and employees. The use of material non-public information for personal gain or for the benefit of others is strictly prohibited. Such conduct shall be considered a serious violation and subject to disciplinary action.
In addition, all directors and executives of the Company are required to disclose their interests, as well as those of related persons, in accordance with the criteria and procedures prescribed by the Company and applicable laws. This enables the Board of Directors to consider transactions that may involve conflicts of interest and to make decisions in the best interest of the Company as a whole. Any director or executive who has an interest in a transaction with the Company shall not participate in the decision-making process related to such transaction.
Section 3
Role of Stakeholders
The Company recognizes the significance of all stakeholder groups, including shareholders, customers, competitors, business partners, debtors, creditors, employees, government authorities, society, and local communities. These stakeholders are entitled to fair treatment and protection in accordance with applicable laws, with a view to achieving sustainable and inclusive growth. Accordingly, the Company has adopted a comprehensive framework of ethical standards and governance policies, including the Code of Business Ethics, the Code of Conduct for Directors, Advisors, and Executives, and the Employee Code of Conduct. These instruments serve as operational guidelines to ensure that all Company personnel act responsibly and equitably toward stakeholders, upholding their rights and legitimate interests.
1)
Shareholders
The Company operates its business through knowledgeable and competent personnel, with transparency, integrity, and fairness, in compliance with all applicable rules, regulations, and laws. Its objective is to ensure stable and sustainable growth while maximizing returns to shareholders. The Company is committed to accurate and equitable disclosure of information through various communication channels.
2)
Customer
Customers are the most important group enabling the Company's business operations, providing revenue that supports management expenses, generates profit, and contributes to the sustainability of the enterprise. Therefore, senior management and all personnel are expected to treat customers fairly in order to foster satisfaction and long-term trust. The Company adheres to the following principles:
2.1)
Offer products or services at fair prices, with profit margins that are reasonable in relation to the quality offered, and ensure accuracy in quantity, quality, and price as agreed.
2.2)
Treat and serve all customers equally, ensuring equal opportunity to purchase products and receive services under all circumstances.
2.3)
Refrain from any conduct that influence customers’ purchasing decisions by leveraging the Company’s superior position, imposing reciprocal obligations, or creating coercive conditions requiring compliance
2.4)
Refrain from any action that causes product prices to rise without legitimate justification.
2.5)
Treat customers with courtesy and goodwill, provide services in a respectful manner, and safeguard customer confidential information.
3)
Competitors
As Competition drives economic progress and benefits consumers, the presence of competitors encourages continuous improvement in the quality of products and services. Senior management and all personnel shall treat competitors fairly and ethically, in accordance with the following principles:
3.1)
Avoid dishonest practices intended to harm competitors, and do not seek to obtain trade secrets through unlawful means or by breaching confidentiality agreements.
3.2)
Conduct business professionally within a framework of fair competition.
3.3)
Cooperate in fostering a healthy market environment through fair competition, such as by providing accurate product or service information and developing new and innovative offerings.
4)
Partners
The Company is committed to treating all business partners equitably, in accordance with fair, transparent, and honest commercial practices. It upholds mutual respect for the rights of all parties and does not allow personal judgment or relationships to influence business decisions, to be in line with the Company’s Partner Policy as follows:
4.1)
Do not solicit or accept any assets or benefits from business partners, refrain from purchasing goods from partners who violate intellectual property rights or human rights, and do not engage in business with partners involved in unlawful activities.
4.2)
Refrain from exercising commercial leverage through reciprocal arrangements or coercive conditions, and uphold honesty and integrity in all business dealings.
5)
Debtors
The Company shall strictly adhere to the rights, obligations, and conditions applicable to debtors as specified in the relevant transactions, agreements, or contracts, in a fair and lawful manner.
6)
Creditors
The Company operates under commercially reasonable conditions and in accordance with industry practices. It complies with trade terms and contractual obligations in an equitable and fair manner, and conducts business with honesty and integrity to foster trust and fairness toward creditors.
7)
Personnel of the Company
The Company’s personnel are a key factor in its business operation and a valuable resource for its business. Having good, capable, diligent and honest personnel will make an efficient and successful business. The Company encourages the personnel to improve their knowledge and capability and work efficiently together for as long as possible. The Company’s personal should be treated equitably and fairly based on the following principles:
7.1)
Establish compensation standards that align with the Company’s performance, ensuring that wages and benefits are commensurate with employees’ competencies and job responsibilities, including the provision of rewards when the business achieves increased profitability.
7.2)
Establish performance evaluations based on key performance indicators (KPIs) that reflect the achievement of work objectives.
7.3)
Provide employee welfare that meets personnel needs, with a focus on workplace conditions, hygiene, and overall well-being. Ensure that workspaces and meeting rooms are modern, well-equipped, and convenient for use. Promote team-building activities and unity among employees. The Company shall also provide appropriate protective equipment to prevent work-related hazards, care for employees who fall ill, and ensure the availability of basic medical supplies and first aid in accordance with legal requirements.
7.4)
Ensure adequate, consistent, and transparent disclosure of any changes that may significantly impact employment, employee welfare, or staff morale.
7.5)
Support and provide training and development opportunities to enhance employees’ knowledge, skills, and experience, enabling them to fully understand and perform their duties effectively.
7.6)
Respect the individual rights and capabilities of employees, including the use, storage, and protection of their personal data in compliance with personal data protection laws.
7.7)
Encourage employees to be responsible citizens and to actively contribute to society.
7.8)
Establish a clear job structure that provides defined career advancement pathways.
7.9)
The Company provides grievance channels for employees and establishes procedures for handling complaints, including measures to protect whistleblowers.
8)
Government or governmental agencies
The government or governmental agencies are essential institutions within society, which all citizens inevitably interact. Accordingly, senior management and employees of the Company are expected to engage with government authorities in a manner that upholds public order and complies with the rule of law, as outlined below:
8.1)
Cooperate with government authorities in fulfilling civic duties and conduct all transactions with honesty and integrity.
8.2)
Comply with all legal requirements relating to business operations, accounting, and taxation in accordance with the nature of the business, and do not enable or support any misconduct by government officials in connection with the Company’s business activities.
8.3)
Refrain from offering bribes to government agencies for the purpose of obtaining any business advantage.
8.4)
Refrain from cooperating with or supporting any actions by government officials undertaken with corrupt intent, in any form whatsoever.
8.5)
Refrain from offering gifts or gratuities to government officials, except on customary occasions and only where the value is appropriate and does not exceed the limit specified by the law.
8.6)
Cooperate with government authorities in fulfilling civic duties and provide support in areas that benefit society and the community.
8.7)
Maintain a respectful and trusting attitude toward government authorities, without prejudice or intentional avoidance of engagement.
9)
Society and community
As members of society are varied in terms of status, occupation, religion, ethnicity, and beliefs, peaceful and harmonious coexistence requires mutual understanding and cooperation among all individuals. In this regard, the Board of Directors, senior management, and all employees of the Company have a responsibility to contribute to the development of a just and progressive society. To this end, the following principles shall be practiced:
9.1)
Refrain from engaging in any business activities that contribute to social degradation, whether moral or spiritual, which may undermine individual well-being and promote misguided values within society.
9.2)
Refrain from any actions that may cause harm to natural resources or the environment. Support and cooperate with activities and comply with relevant government policies aimed at the conservation of natural resources, the environment, and society.
9.3)
Pay attention to the business operations to prevent causing pollution or any adverse impact on the environment and society.
9.4)
Respect the intellectual property rights of others and other businesses. Do not copy ideas or reproduce products without proper authorization.
9.5)
Cooperate with all parties in the society to improve the society by sacrificing time, labor and financial resources that are appropriate to the Company.
9.6)
Place importance on creating employment opportunities for local communities in alignment with their capabilities, thereby supporting both sustainable business growth and the development of a quality society.
Section 4
Disclosure and Transparency
The Company upholds a policy of disclosing material information accurately, completely, transparently, and in a timely manner through accessible, equitable, and reliable channels, as follows:
1)
Prepare and disclose the annual report, copies of the statement of financial position, and the comprehensive income statement in accordance with generally accepted accounting standards and duly audited by a certified public accountant, including performance reports and other material information and reports.
2)
Prepare a report on the corporate governance policy as approved by the Board of Directors, together with a report on the implementation of such policy.
3)
Disclose the names, roles, and responsibilities of the Board of Directors and its sub-committees, the number of meetings held, and each director’s attendance record over the past year, including any comments or opinions from sub-committees in the annual report (as necessary and appropriate).
4)
Regularly review disclosure and transparency policies to ensure alignment with applicable laws, regulations, and current legal requirements.
Section 5
Board of Directors’ Duties
The Company has established a corporate structure in accordance with the principles of good corporate governance, comprising a Board of Directors that acts as a representative responsible to the shareholders. The Board plays a supervisory role in ensuring that the Company operates in compliance with applicable laws, its objectives, Articles of Association, and resolutions of the shareholders’ meetings. The Board may, as necessary, appoint an Executive Committee and/or sub-committees to oversee key business functions. These may include the Audit Committee, the Nomination and Remuneration Committee, the Executive Committee, the Investment Committee, among others. In addition, the Company has appointed a Company Secretary to coordinate and provide legal and regulatory guidance to the Board of Directors.
1.
Composition, qualifications and appointment of the Board of Directors
The Board of Directors has the role, duties, and responsibilities to oversee the Company’s management, including the formulation of strategies, vision, policies, goals, and missions that aim to maximize shareholder value. The Board is also responsible for monitoring the implementation of such strategies and ensuring fair treatment of all stakeholders.
1.1)
The composition of the Board of Directors is as follows:
A.
The Board of Directors comprises individuals of integrity, ethical standards, knowledge, expertise, and experience across various professional fields which are useful to the Company’s business operation without any discrimination against sex.
B.
The number of directors shall be as prescribed in the Articles of Association as approved by the shareholders’ meeting, and shall not be fewer than five (5) but not exceed thirty (30) persons. No less than half of the total number of directors must be residents of the Kingdom of Thailand.
C.
There shall be at least one independent director on the Board.
D.
The Board of Directors shall elect one of its members to serve as the Chairman of the Board. If deemed appropriate, the Board may also elect one or more members to serve as Vice Chairman(s).
1.2)
The qualifications of Directors, their appointment and term of office are as follows:
1)
The Directors must possess qualifications that do not conflict with the Public Limited Companies Act B.E. 2535, as well as other applicable laws and the Company’s Articles of Association.
2)
The Director shall not be a partner, director, or shareholder of any other legal entity that operates a business in competition with the Company or in a manner that may result in a conflict of interest, unless such information has been disclosed to the shareholders’ meeting prior to the resolution on the appointment.
3)
The Directors shall possess integrity, ethics, vision, knowledge, experience, and other qualifications that are in the best interest of the Company’s operations, and be able to devote sufficient time to fully perform their duties.
4)
The appointment of the Directors shall be conducted through a transparent and clearly defined process, whereby nominations are proposed for approval at the shareholders’ meeting.
5)
Resumes and details on positions of all the Directors shall be disclosed to the shareholders prior to the shareholder’s meeting.
1.3)
The qualifications and appointment of independent directors are as follows:
1)
The independent directors must be independent from the major shareholder(s) and the management of the Company and must have all of the required qualifications based on the rules prescribed by the Securities and Exchange Commission including other relevant laws (mutatis mutandis).
2)
The independent directors must be able to dedicate their time to attend the meetings of the Board of Directors and must provide their opinions independently.
3)
The appointment of independent director(s) must be done through a nomination to the Board of Directors for consideration before proposing ones to the meeting of shareholders for appointment.
1.4)
Term of office
The term of office of directors is prescribed in compliance with the applicable laws and the Company’s Articles of Association. At each Annual General Meeting of Shareholders, one-third (1/3) of the directors shall retire by rotation. If the number of directors is not a multiple of three, the number nearest to one-third shall retire. The Directors holding office for the longest period shall be the ones who retire first. A retiring director is eligible for re-election and may be re-appointed by receiving more than half of the votes of the shareholders present and entitled to vote.
2.
The independency of the Board of Directors
The Company has established a system of checks and balances to ensure that management operates in full compliance with regulations, the Company’s Articles of Association, and established practices, in an efficient and transparent manner, as follows
2.1)
The Company has established a clear separation of its corporate structure, roles, powers, duties, and responsibilities among the Board of Directors, which comprises executive directors, independent directors, and non-executive directors, in order to ensure effective checks and balances and oversight within the organization.
2.2)
Independent director is an individual who is independent from the Company's management and has sufficient access to financial and business information to express opinions independently, in order to protect the interests of shareholders and other stakeholders.
3.
The role and duties of the Board of Directors (10 rules)
The Board of Directors holds the role, duties, and responsibilities of driving and overseeing the Company’s operations to ensure long-term sustainable performance and credibility for shareholders and stakeholders. To this end, the Board has established a set of governance principles to serve as a framework for good corporate governance, comprising the following ten principles:
Rule 1
Lay out visions and strategies to set the Company’s strategic direction.
Rule 2
Recognize the Board’s role and responsibility as the leadership body in delivering sustainable value to the Company.
Rule 3
Determine the Company’s objectives and core goals with a focus on long-term sustainability.
Rule 4
Strengthen the effectiveness of the Board of Directors.
Rule 5
Recruit and develop top chief executives and manage human resources.
Rule 6
Promote innovations and operate business responsibly.
Rule 7
Ensure the implementation of appropriate risk management and internal control system.
Rule 8
Maintain financial credibility and transparency in disclosure.
Rule 9
Encourage participation and communications with the shareholders.
Rule 10
Encourage responsibilities to the society and the environment.
The principles of good governance, emphasizing the roles and responsibilities of the Board of Directors, are intended to serve as a guideline for the Board in overseeing the Company’s governance. These principles are as follows:
3.1)
Rule 1 Lay out visions to set the Company’s strategic direction
Strategy is a critical tool for the Company to achieve its objectives and goals. Strategies at each level define the direction of the Company’s future growth. Therefore, the Board of Directors should play an active role and bear the responsibility for formulating strategies that enable the Company to remain competitive within the industry, including the following areas:
1)
Corporate Level: This refers to the vision and mission that guide senior management and employees in understanding the overall business direction of the Company, as well as the core values the Company aims to uphold or create to ensure long-term success.
2)
Business Level: This involves translating the Company's vision and mission into specific strategies for each of its business units. These strategies may include market expansion, market share growth, market development, product development, and diversification into new businesses. The aim is to identify and implement the most appropriate business strategies according to prevailing market conditions.
3)
Functional Level: This refers to the development of operational strategies within key functional areas such as marketing, production, finance, and human resources, to support the implementation of the Company’s overall business strategy.
3.2)
Rule 2 Recognize the Board’s role and responsibility as the leadership body in delivering sustainable value to the Company.
A.
The roles and responsibilities as the leader to supervise for good governance of the Company
(1)
Establish the Company’s objectives and targets/goals:
The Board of Directors is responsible for defining the Company’s business objectives, core goals, vision, and mission. The Board shall ensure effective communication of these elements to all employees, fostering a shared understanding and unified direction in operations. This collective commitment is aimed at driving the Company toward sustainable value creation—economically, socially, and environmentally—while taking into account the interests of all stakeholder groups.
(2)
Establish policies, strategies and operations as well as allocate important resources for the objectives and the targets/goals to be achieved as well as monitor, evaluate and take care of the operating result reports:
The Board of Directors jointly establishes and regularly reviews the Company’s policies, operational plans, and budgets to ensure alignment with the overall business direction. The Board also monitors and evaluates performance on an ongoing basis, taking into account competitive capabilities, industry trends, technological developments, and both short- and long-term business impacts. The objective is to provide guidance to management for continuous improvement and adaptation, enabling the Company to enhance performance and respond effectively to changing circumstances.
B.
Creating sustainable values for the Company
The Board of Directors encourages the establishment of comprehensive corporate governance and ethical conduct policies at the Company, Board, executive, and employee levels, to serve as guiding principles in performing duties with responsibility, prudence, and integrity, without creating conflicts of interest or misconduct toward shareholders or other stakeholders. The Board also upholds itself as a role model in corporate governance leadership, with due regard to the interests of society and the environment.
Furthermore, the Board conducts itself as a role model in promoting good corporate governance by ensuring the communication of corporate governance and ethical conduct policies so that directors, senior executives, and employees of the Company have sufficient understanding to facilitate effective implementation. The Board shall ensure the establishment of operational processes that enable the consistent monitoring of compliance and performance.
C.
Performance of Duties with Responsibility, Prudence, and Integrity Toward the Company; Conducting Operations in Compliance with Laws, the Articles of Association, and Resolutions of the Shareholders’ Meeting
The Board of Directors shall perform its duties in ensuring that all directors and senior executives carry out their responsibilities with responsibility, prudence, and integrity toward the Company, and shall ensure that the Company’s operations comply with applicable laws, the Articles of Association, and resolutions of the shareholders’ meeting. This includes ensuring the establishment of an appropriate, adequate, and reliable financial reporting, accounting, and internal control system to support operations that are complete and accurate, safeguard the interests of shareholders and all stakeholder groups, and ensure the disclosure of information that is accurate, complete, and timely.
D.
Clear Definition of the Scope of Delegation of Duties and Responsibilities to Management, and Establishment of Mechanisms for Monitoring Management Performance in Accordance with Such Delegation
(1)
The Board of Directors has the duty to establish an Audit Committee to review and ensure that the Company maintains an effective and independent internal control system and internal audit system.
(2)
The Board of Directors may appoint directors and/or executives as the Executive Committee to perform any act or several acts on behalf of the Board of Directors, provided that such delegation of authority remains within the scope of the Board of Directors’ authority. The Board may also appoint various sub-committees as necessary and appropriate to support the Board in the performance of its duties. The Board shall have the authority to amend or revise the scope of authority and duties as necessary or appropriate.
(3)
The Board of Directors shall establish the Board Charter, the Executive Committee Charter, and charters of other sub-committees. Such charters shall define the scope, delegation of duties, and responsibilities of the Board to be used as reference in the performance of duties by directors. The Board shall regularly review, at least once a year, the division of roles and responsibilities between the Board and management to ensure alignment with the Company’s direction, objectives, Articles of Association, Board resolutions, shareholders’ meeting resolutions, and applicable laws.
3.3)
Rule 3 Establishing Objectives and Key Goals of the Business for Sustainable Outcomes
The Board of Directors has jointly established and reviewed the Company’s vision, mission, and business strategies, and supervises the Company’s operations to ensure alignment with the prescribed objectives and goals so as to maximize economic value for the Company and its shareholders. The Board has also set clear short-term and long-term business objectives, established concrete operational frameworks and annual plans, taking into account economic conditions, market competition, risk factors, and past operating performance. The Board monitors the Company’s operations to ensure achievement of the set objectives, thereby creating value for the Company, customers, stakeholders, and society at large, while strengthening stakeholders’ confidence through the exercise of independent judgment, refraining from seeking benefits for themselves or any particular person, and avoiding any act that conflicts with or competes against the Company’s interests. Furthermore, the Board adopts and applies appropriate and safe modern innovations and technologies based on social and environmental responsibility, and is committed to leading the Company forward on a continuous path towards sustainability. 3.4)
Rule 4 Strengthening an Effective Board of Directors
A)
The Board of Directors recognizes its essential role in governing the Company for its utmost benefit and understands its roles, duties, and responsibilities, including the delineation of responsibilities between the Board and the management of the Company. The Board ensures that the Company maintains credibility in its operational systems and transactions by operating in compliance with the law and ethical standards. To ensure the effectiveness and efficiency of the Board’s performance, the Board jointly determines and reviews the Board structure, selects individuals with appropriate knowledge and qualifications to serve as directors, and considers directors’ remuneration for submission to the annual general meeting of shareholders.
B)
The Board shall select a qualified individual to serve as Chairman of the Board and ensure that the Board’s composition and operations facilitate the exercise of independent judgment in decision-making towards achieving the Company’s established objectives and goals. The duties of the Chairman of the Board shall include the following:
(1)
overseeing, monitoring, and ensuring that the Board’s performance is effective and aligned with the Company’s objectives and primary goals;
(2)
ensuring that all directors participate in fostering an ethical corporate culture and good corporate governance;
(3)
determining the agenda items for Board meetings in consultation with management and implementing measures to ensure that important matters are included on the meeting agenda;
(4)
allocating sufficient time for management to present matters and for directors to thoroughly discuss key issues;
(5)
fostering good relations between executive directors and non-executive directors, as well as between the Board and management;
(6)
presiding over Board meetings to ensure efficient conduct in accordance with the Company’s articles of association, and supporting and facilitating the expression of independent opinions by directors;
(7)
serving as the chair of Board meetings, overseeing the meetings, and casting a deciding vote in the event of a tie vote at a Board meeting; and
(8)
serving as the chair of shareholders’ meetings and presiding over such meetings.
C)
The Board of Directors oversees the establishment of transparent and clearly defined criteria and procedures for the nomination and selection of directors, and maintains policies and criteria for determining directors’ remuneration, in order to ensure that the Board comprises individuals whose qualifications provide the Board with an appropriate composition of knowledge and expertise. The Board shall also review the background of such individuals and provide its opinion to the Board prior to proposing their appointment to the shareholders’ meeting for consideration. In addition, the Company shall disclose information of the nominated individuals to the shareholders to support their decision-making, and shall review the criteria and procedures for director nomination and provide recommendations to the Board prior to the nomination of directors whose terms have expired.
In determining the remuneration of the directors and the Board committees, the Board shall review the appropriateness and alignment of such remuneration with the duties, performance, and responsibilities assigned, including the directors’ performance in achieving the objectives, goals, and business direction established by the Company, prior to proposing the matter to the shareholders’ meeting for approval. In determining directors’ remuneration, the Board shall also take into consideration comparative references to companies within similar industries and businesses.
D)
The Board shall establish and regularly review the framework and mechanisms for overseeing the Company’s policies and operations and/or the operations of any other businesses in which the Company has made significant investments.
E)
The Board shall require that the Company’s internal systems and processes be reviewed in accordance with the COSO framework (The Committee of Sponsoring Organizations of the Treadway Commission) and shall employ a risk management system as a tool in its operations. An assessment of the adequacy of the internal control system shall be conducted annually, including the preparation of a systematic information system contingency plan to prevent or mitigate incidents that may cause damage to the Company’s business operations, thereby ensuring business continuity. The Board shall focus on safeguarding security, compliance with applicable laws, regulations, or relevant agreements, as well as ensuring the accuracy of information and preserving the Company’s image and credibility.
F)
The Board, the Board Committees, and individual Directors shall conduct an annual performance evaluation at least once per year. Both the collective and individual evaluations shall be performed through a self-evaluation method (Self-Evaluation), and a summary of the evaluation results shall be reported to the shareholders’ meeting to acknowledge the performance and issues identified. The conclusions from such evaluations shall be used to improve the performance of the Board. The Company shall disclose the evaluation criteria, procedures, and overall results in the annual report.
3.5)
Rule 5 Selection and Development of Senior Executives and Personnel Management
The Board recognizes the importance of personnel at all levels who assume positions within the Company and contribute to driving the Company toward its objectives. Accordingly, the Board oversees that the selection and development of executives at all levels are conducted appropriately and transparently, taking into consideration knowledge, skills, and experience, prescribing suitable remuneration and evaluations, and overseeing that personnel management and development are aligned with the Company’s direction and strategy.
A)
Selection and Appointment of Senior Executives
The Board oversees the selection of personnel by screening individuals who are fully qualified, suitable, and possess an understanding of the shareholding structure and relationships that may affect management, as well as expertise in the Company’s business and the capability to lead the Company forward. Such individuals must also exhibit leadership qualities and must not have any improper behavior. The remuneration of senior executives shall fall within the framework approved by the Board of Directors and shall be aligned with the Company’s performance and the individual performance of each senior executive for the utmost benefit of the Company.B)
Succession Plan for Senior Executives
The Board is responsible for ensuring that the Company prepares a succession plan for senior executive positions to maintain the confidence of shareholders, the Company, and its personnel that the Company’s operations will continue without interruption. C)
Personnel Development
The Company promotes and facilitates continuous training and knowledge enhancement for the Board of Directors, Board Committees, executives, and the Company Secretary in order to cultivate knowledge and new perspectives applicable to their duties, consistent with the Company’s ongoing business operations, as follows:
(1)
Whenever there is a change in Directors, the management or the Human Resources Department shall arrange an orientation for all newly appointed Directors and provide documents and information useful for the performance of their duties, such as the Board Charter, the Corporate Governance Policy, the Code of Conduct, the Articles of Association, the shareholding structure, the Company’s performance, relevant rules or laws, as well as an introduction to the Company’s business nature and operating approach. This is intended to enhance the knowledge and understanding of newly appointed Directors regarding the Company’s business and its various operations
(2)
The Company encourages Directors and executives to attend training courses relating to good corporate governance organized by reputable training providers, such as the Thai Institute of Directors Association (IOD), the Office of the Securities and Exchange Commission, and the Stock Exchange of Thailand, among others.
3.6)
Rule 6 Promotion of Innovation and Responsible Business Operations
The Board places importance on fostering a corporate culture that promotes innovation and ensures that management incorporates such culture into its review of strategies, operational development and improvement planning, and performance monitoring, in order to enhance corporate value in light of continuously changing environmental factors. This includes determining the business model, objectives, and goals, with consideration of the shared interests of all stakeholder groups, including the Company, customers, business partners, society, and the environment. The Board also oversees the establishment and review of various policies to ensure that Directors, senior executives, and Company personnel strictly comply therewith, such as the Corporate Governance Policy and the Risk Management Policy. 3.7)
Rule 7 Ensuring Appropriate Risk Management and Internal Control Systems
The Board recognizes its duties to ensure that the Company maintains risk management and internal control systems that enable the achievement of its objectives effectively and in compliance with relevant laws and standards, guided by the following:
A)
Establishment of an Audit Committee, all of whom shall be Independent Directors possessing qualifications and duties as prescribed under the criteria of the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand. The Board assigns the Audit Committee to have access to the information necessary to perform its duties, as follows:
(1)
Reviewing that the Company maintains accurate financial reporting;
(2)
Reviewing that the Company maintains appropriate and effective internal control and internal audit systems;
(3)
Reviewing that the Company complies with applicable laws and relevant standards;
(4)
Considering related-party transactions or transactions that may give rise to conflicts of interest, with reference to the Securities and Exchange Act, the regulations of the Stock Exchange of Thailand, the Revenue Department’s rules, and other applicable laws, to ensure that such transactions are reasonable and in the best interests of the Company;
(5)
Reporting assessments of the internal control system, risk management, and follow-up results to the Board at least four times per year.
B)
The Board oversees that the Company maintains an appropriate risk management system by establishing a clear Risk Management Policy and directing senior executives and Company personnel to assess risks, evaluate impacts and the likelihood of occurrence, prioritize risks, and determine appropriate risk mitigation methods for reporting to the Board.
C)
The Board monitors, oversees, and manages related-party transactions or transactions that may give rise to conflicts of interest between the Company and management, Directors, or shareholders, including preventing improper use of the Company’s assets, information, and business opportunities, as well as preventing inappropriate transactions with related parties, as follows:
(1)
Establishing and reviewing the policy on related-party transactions or transactions that may give rise to conflicts of interest, referencing the Securities and Exchange Act, the Civil and Commercial Code, the Revenue Department’s rules, and other applicable laws;
(2)
Assigning the Audit Committee to review and report such matters to the Board.
D)
Considering the establishment of clear anti-corruption policies and practices and communicating them at all levels of the Company to ensure that Directors, senior executives, and personnel adhere to and implement such policies.
E)
Overseeing the establishment of guidelines and channels for receiving complaints regarding unlawful acts, violations or non-compliance with the Code of Conduct, violations of human rights, or behaviors suggestive of corruption committed by individuals within the Company, whereby whistleblowers may choose to remain anonymous without disclosing their name, address, or contact number, with due regard to their safety and potential harm, and ensuring that the Company publicly discloses its whistleblowing and complaint channels on its website.
Postal Mail:
Chairman of the Executive Committee
United Flour Mill Public Company Limited
No. 177, 205, 9th Floor, Ratchawong Road,
Chakkrawat Sub-District, Samphanthawong District, Bangkok 10100
Telephone:
02-2253227extension to the Internal Audit and Risk Management DepartmentThe Company also ensures oversight of the complaint-handling process, including documentation, monitoring progress, resolving issues, and reporting in a clear manner.
F)
Exercising due care in the use and protection of confidential customer information, ensuring that such information is not used for the benefit of Directors, senior executives, Company personnel, or related persons, except where disclosure is required by law.
The Company also places importance on data security within its information systems by controlling and/or preventing unauthorized access to Company information by external parties and by assigning access rights to Company personnel at various levels based on their authority and responsibilities. Furthermore, only persons whose work necessitates access to such information shall be permitted to receive it. The Company oversees the careful and prudent use and retention of important information, and any disclosure of information must be authorized by the responsible management of the relevant department. In cases where external persons engage in specific work involving information not yet disclosed to the public, such persons must enter into a Non-Disclosure Agreement (NDA). The use of internal information is prescribed in writing within the Internal Control Policy to ensure correct understanding of the appropriate practices.
G)
Requiring Directors, the Managing Director, holders of executive positions, and auditors to prepare and report changes in their holdings of securities, only in cases where a conflict of interest may arise, including securities held by their spouses or cohabiting partners, and minor children, to the Board Secretary within 30 business days after assuming their positions.
ซ)
Establishing and announcing a Personal Data Protection Policy, including criteria, mechanisms, and supervisory measures, to ensure compliance with the Personal Data Protection Act B.E. 2562 (2019).
3.8)
Rule 8 Maintaining Financial Credibility and Disclosure
The Board of Directors recognizes its duties to maintain financial credibility for the shareholders and other stakeholders, and shall oversee the preparation of financial reporting, monitor the adequacy of financial liquidity and debt-servicing capacity, and has appointed an Audit Committee composed of Independent Directors to supervise and be responsible for the quality of financial reports and the internal control system. In disclosing the financial statements, the Board is responsible for the Company’s consolidated financial statements, which are prepared in accordance with generally accepted accounting standards in Thailand, by selecting and consistently applying appropriate accounting policies, exercising prudent judgment and the best possible estimates in their preparation, and adequately disclosing significant information in the notes to the financial statements.
The Board shall ensure that an effective internal control system is in place to ensure that accounting records are accurate, complete, and sufficient to safeguard assets and to detect and prevent fraud or material irregularities. The Board shall also maintain contingency plans to address financial difficulties in the event the Company faces financial problems or is likely to encounter such problems, taking into account the rights of stakeholders.
3.9)
Rule 9 Supporting Shareholder Participation and Communication
The Board recognizes the fundamental rights to which shareholders are entitled equally and fairly as owners of the Company, including the right to determine the direction of the Company’s business operations, the right to buy, sell, or transfer shares, the right to share in the profits, the right to attend meetings, to propose meeting agenda items in advance, to nominate individuals for election as Directors, to participate in decision-making on important matters of the Company, to approve material transactions affecting the Company’s business direction, to exercise voting rights in person or by proxy, and to receive notices of meetings. Shareholders shall also have the right to receive and access the Company’s information before and after meetings, including the results of deliberations and voting outcomes, through various communication channels.
3.10)
Rule 10 Responsibility to Society and the Environment
The Board should be attentive to social and environmental well-being, and support and promote environmental protection for the Company, society, the community, and public areas. The Board shall consider environmental impacts before undertaking any actions, ensure the provision of equipment, production processes, or services that do not harm society or the environment, monitor compliance with applicable environmental laws, and support social and environmental activities.
This Good Corporate Governance Policy shall take effect from 1 September 2023 onwards.
Issued on 1 September 2023.
