Corporate Governance
“SYMPHONY is committed to operate its business within the framework of the corporate governance principle, transparency, and accountability for the best interest of shareholders and all stakeholders”
Symphony Communication Public Company Limited (“the Company”) has place a great importance of the good corporate governance with confidence that the business operations with ethics, transparency and auditability will enable the Company to achieve its goals of sustainable growth, to strengthen its competitiveness, to increase the value and returns to shareholders and investors in the long run, and to build the confidence among the shareholders.
The Company is committed to incessantly conduct its business with transparency, fairness and good corporate governance in conformance to both domestic principles, such as Corporate Governance Code for Listed Companies 2017 (CG Code) of the Office of Securities and Exchange Commission (‘the SEC”), the Corporate Governance Report of Thai Listed Companies (CGR) of Thai Institution of Directors Association, and international principles, such as ASEAN Corporate Governance Scorecard and those regulated by the Organization for Economic Co-operation and Development (OECD), etc.
With continued commitment on the corporate governance, the Company has been awarded “Excellent” or “5-Star” rating from Corporate Governance Report of Thai Listed Companies (CGR) conducted by Thai Institute of Directors Association for three consecutive years from 2020.
Corporate Governance Policy
The Board of Directors of Symphony Communication Public Company Limited recognizes the importance of good corporate governance and is determined to elevate the corporate governance continuously. The Board of Directors has appointed the Nomination, Compensation and Corporate Governance Committee to perform duties and responsibilities in stipulating the corporate governance policy and the business code of conduct of the Company, as well as evaluating, reviewing and updating the Corporate Governance Policy and the Code of Business Conduct to be suitable for changes in business, environment, and law in each period; and propose to the Board of Directors for approval. Moreover, the Nomination, Compensation and Corporate Governance Committee has duty in communicating and building knowledge as well as understanding of good corporate governance to all directors, executives, and employees to use it as a framework for their day-to-day operations, which will bolster the Company’s effectiveness and allow it to excel in an ethical, transparent, corruption-free, and accountable manner.
The Company’s Corporate Governance Policy has been established in accordance with best practices of good principles of corporate governance, which can be divided into 5 sections as follows:
Section 1. Rights of Shareholders
Shareholders are entitled to the right of ownership in the Company. They exercise their power of control by appointing the Board of Directors to oversee the operation of the Company on their behalf. As such, the Board of Directors recognizes and respects the rights of shareholders as owners of the Company; shall not perform any actions that may violate or diminish shareholders’ rights; and encourages and facilitate shareholders in exercising their rights as they deserve, for example, rights to purchase, sell and transfer of shares, rights to the share of the Company’s profits, rights to regularly and sufficiently receive the company’s important and material information, rights to attend and vote in shareholder’s meetings, rights to appoint or dismiss director, rights to determine directors’ remuneration, rights to appoint or dismiss auditors and determine audit fee, rights to join decision-making and receive the results of the company’s decisions on the company’s fundamental changes, and other rights prescribed by laws.
Section 2. Equitable Treatment of Shareholders
The Board of Directors realizes its duty to ensure that all shareholders, whether executives or non-executives ones, major or minor ones, foreign shareholders, and institutional investors, are treated equally and fairly. The best practices implemented by the Company related to equitable treatment of shareholders comprise providing minor shareholders an opportunity to propose meeting agenda and qualified persons to be nominated as directors ahead of the date of annual general meeting of shareholders, providing opportunity for all shareholders to submit questions prior to the shareholders meeting date to the Company, regular and timely disclosure of important news and information to shareholders in accordance with policies of related agencies through communication channels of the SET, the Company’s website, and other channels where the shareholders can conveniently and equally access, putting place internal regulations to prevent abuse of inside information and conflicts of interest, etc.
Section 3. Roles of Stakeholders
The Company recognizes the importance of roles and rights of all groups of stakeholders of the Company, both internally and externally. The Company believes that good operating performance and sustainability of the business achieved from great support of stakeholders. Thus, the Company has established clear policy and practical guidelines on stakeholders in writing in the Code of Business Conduct which has been incorporated to the Corporate Governance Policy and has communicated with directors, executives and employees to use it as practical guideline to perform duties in order to promote collaboration between the Company and stakeholders which will mutually benefit the business operation, and all stakeholders are entitled to sound protection and treatment.
Section 4. Disclosure of Information and Transparency
Disclosure of information is an important indicator of the transparency of the business operations’ and is a key factor in building confidence towards investors and all stakeholders, both local and foreign. The Company, therefore, recognizes the importance of information disclosure both financial and non-financial, in Thai and English to all involved parties correctly, completely, adequately, transparently, thoroughly, timely and in conformity to disclosure guidelines of listed company of the SEC and the SET via various communication channels which are reliable, equal and easy-to-access. In addition, The Company is committed to strictly adhere to the law, regulations, and obligations mandated by the SEC, the SET and relevant regulatory authorities. Regular amendment takes place to ensure accurate information disclosure and to guarantee the Company’s transparency in conducting business.
Section 5. Board’s Responsibilities
The Board of Directors realizes responsibilities and roles in determining direction of business operation to comply with laws, the Company’s objectives, Articles of Association, and shareholders’ resolution, including defining policies, vision, mission and strategic plans, with an annual review to align with changing business environment. The Board of Directors supervises the management to conduct the business effectively and efficiently to be in line with the established policies, based on the principles of the good corporate governance for the best interest of the Company and shareholders’ values.
Corporate Governance Policy (Download)
Nomination and appointment of director are important as director plays a critical role in determining strategies and business directions to enable the Company to be able to achieve its objectives and business goals, including promoting the Company to have the management system in accordance with the good corporate governance principles which will bring about fairness, transparency and ability to generate returns and value in the long term for shareholders as well as inspire trust to all stakeholders. All of which will lead the Company towards sustainable growth.
To ensure that the nomination and appointment of Company’s director is performed with transparency, clear framework and in line with good corporate governance principles, the Board of Directors assigns the Nomination, Compensation and Corporate Governance Committee to establish criteria and methodology for nomination of directors.
Criteria and Methodology for Nomination and Appointment of Company’s Director (Download)
The Board of Director oversees management and operations of the Company’s subsidiary and associated company to maintain its investment benefits via the following procedures:
- Assigning directors, executives, or employees to be the Company’s representatives to serve as directors, executives or controlling persons in subsidiary and associated company proportionately to the Company’s shareholding in such subsidiary and associated company for or the benefit of supervision of operations of subsidiary and associated company. The appointment of the Company’s representatives to take position in the subsidiary and associated company must be approved by the Board of Directors.
- Determining that directors or executives who are appointed as the Company’s representatives shall report business operating results or information of significant changes in subsidiary and associated company to the Board of Directors’ Meeting every quarter. In addition, in the event that subsidiary or associated company requests approval for significant matters, such as acquisition or disposition of assets, investment, increase or decrease of capital, etc., these matters must be presented to the Company’s Board of Directors for approval before casting vote or exercising any procedures.
- Determining that directors or executives being appointed as directors or executives of subsidiary or associated company must ensure that subsidiary or associated company has regulations on connected transactions, acquisition or disposition of assets, or other significant transactions in a correct and complete manner, and has criteria of entering into such transactions and disclosure of information similar to the criteria of the Company.
- Supervising its subsidiary and associated company to have appropriate and sufficient internal control system; arrange accounting and financial reports that are correct in accordance with related laws and generally accepted accounting standards and can be gathered for preparation of consolidated financial statements within specified period.
- Encouraging its subsidiary and associated company to apply the Corporate Governance Policy, the Business Code of Conduct, and the Anti-Corruption Policy of the Company for implementation.
The Company attaches significance to preventing the misuse of internal information that has not yet been disclosed to the public or confidential information that could have any impact on the Company’s share price for one’s own benefit or others. In the operating the Company’s business, the Board of Directors, executives, employees, and other involved parties must consider and deal with information that could reasonably be expected to affect the value of the Company’s share or material information that has not yet been disclosed to the public. Consequently, it is imperative that the internal information be appropriately managed and handled to prevent any leaks of information that might be misused to take unfair advantage of other persons, which might constitute breaches of laws and cause damage to the Company’s reputation.
In 2019, the Board of Directors approved the establishment of Safeguarding and Use of Internal Information Policy and Insider Trading Policy in writing to ensure fair and equitable treatment of all shareholders and assuring them that relevant directors, executives, employees and external parties who know or possess the Company’s inside information are prohibited from undertaking dishonest stock transactions for their own benefit or the benefit of others. Details are as follows:
- Use of inside information
Directors, executives, employees, and other parties, who have or possess inside information of the Company must not use the Company’s inside information that has not yet been disclosed to the public or confidential information that could have any impact on the Company’s share price for their own benefit or benefit of others. and must strictly comply with the policy on the safeguarding and use of inside information. Moreover, the Company prohibits employees involved with the preparation of financial statements from disclosing information to outsiders from the closing date of the financial statements to the public disclosure of the information.
- Holding of the Company’s securities
Directors, executives, and employees may invest in the Company’s securities. However, to prevent conflicts of interest, those persons (as well as their spouses, partners in a de facto relationship, and minor children) are prohibited from trading the Company’s securities one month prior to the public disclosure of quarterly and annual financial statements and until 72 hours after the disclosure of the information.
In this regard, the Company Secretary Department shall notify the blackout period to directors, executives, and employees via email.
- Report on holding of the Company’s securities
Directors and executives as defined by SEC are required to report any changes in holding of the Company’s securities, resulting from purchase, sale, transfer or acceptance of transfer of securities, of their own and their related persons (spouses, partners in a de facto relationship, and minor children) through the SEC’s website in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 within three working days from the date of changes; and submit a copy of the said report to the Company Secretary Department in order to keep record. The Company Secretary shall gather and present report of holding of the Company’s shares of directors, executives, and their related persons to the Board every quarter. The number of shares held by directors and executives both directly and indirectly as of the beginning and end of the year as well as those traded during the year shall be reported in the Annual Report.
It is the Company’s policy to conduct business with honesty, open-mindedness, transparency, and fairness. The Company’s directors, executives, and employees must not engage in any business in competition with the Company or undertake any connected transaction related to themselves or persons/juristic persons, which could pose any conflict of interest to the Company. and not seek benefits from the information or anything acquiring from their duties and responsibilities for personal interest or for competition with the business of the Company’s business.
The Board of Directors has duty to strictly oversee the compliance with the criteria, methods, and the disclosure of related transactions according the requirements stipulated by law and the governing agencies. If a connected transaction is unavoidable, however, such transaction must follow the general business provisions as specified and approved by the Board, based on transparency and fairness in the same way as ordinary transactions undertaken with outsiders, taking into account the best interests of the Company. Any party involved in a conflict of interest transaction must not take part in the consideration of such transaction. If connected transactions that breach the approved general business provisions could pose any conflict of interest, the Audit Committee will examine such transactions and include its opinions to the Board or shareholders for approval.
In addition, in order to prevent any transactions that may lead to conflicts of interest and to comply with related regulations and notifications, the Company’s directors and executives have duty to prepare and file report of their vested interests or interests of their related persons that are related to management of the Company and its subsidiary, stating information on directorship or executive position in other juristic persons of themselves and their related persons within 30 days after holding offices, and must file a report every time if there are changes in their vested interests so that the Board of Directors has correct information for consideration and approval for the Company to enter into any transactions. In this regard, the Company Secretary shall keep such reports and deliver a copy of such reports to the Chairman of the Board and Chairman of the Audit Committee within seven days upon the receipt of the report.
The Company gives importance on legal and regulatory compliance, which is one of the important mechanisms to help every process and procedure of the Company’s business operate correctly, and enable the Company to be able to implement the strategic plan and achieve goals.
The Company has arranged its organizational structure to facilitates regulatory compliance supervision, assigning the Company Secretary Department to be responsible for overseeing the Company, as a listed company on the Stock Exchange of Thailand, to conform to the laws of the Securities and Exchange regulations, the laws of Public Limited Companies, as well as regulations and notifications of the SEC, the SET and other related regulatory authorities.
In addition, the Company assigns the Legal Department to monitor day-to-day performance of each operational unit within the Company to be in compliance with laws, rules, regulations, obligations, announcements and orders of the government agencies and other authorities involved with the Company’s business, provide consultancy and organize training related to compliance to laws and regulations to executives and employees, and act as center for consolidation of laws, regulations of related authorities.