Corporate Info

Corporate Governance

Before becoming a listed company in 2003, Univanich followed the Unilever Code of Corporate Governance. Since listing, the company has adopted the Stock Exchange of Thailand (SET) guidelines on Good Corporate Governance.

The 15 principles of Corporate Governance adopted by Univanich are as follows;

1. Policy on corporate governance

2. Right and equality of shareholders

The Company builds up equity among all groups of shareholders, whether major shareholders, minor shareholders, institutional investors or foreign shareholders with the same priority. The Company has in place an approach for supervision in order to protect basic rights of every shareholders and treats all shareholders equality.

3. Right of other stakeholders

The Company places great importance on the rights of various groups of stakeholders as follows:

4. Shareholders’ Meeting

5. Leadership and Vision

The Board of Directors participates in establishing and approving the Company’s policies including the business plan, and budgets. The Board constantly monitors the Company’s progress according such business plan and budgets. This also involves assigning responsibility to Management to implement such policies efficiently in order to increase the enterprise’s value and to generate expected returns to the shareholders, as well as to disclose accurate information to shareholders in a transparent and timely manner.

Although the Board of Directors has delegated management authority to the Chief Executive Officer, the Board of Directors still retains the highest approval authority according to the Company’s Articles of Association.

6. Conflicts of Interest

The Company has implemented measures to prevent potential conflicts of interest. The Company will strictly comply with the SEC Act and SET rules and regulations. In any transactions in which directors, management or shareholders are persons whose personal interest may conflict with the Company’s interest, such persons will not be eligible to vote approval of such transactions. Any such transactions will be conducted according to the Company’s normal practice under which the market price will be regarded as a key benchmark and to be comparable to prices in transactions conducted with unrelated third parties.

The Company publicly discloses its connected party transactions in order to safeguard investors’ interests. Details can be found in the notes to the audited financial statements. These connected transactions also have to have Audit Committee approval regarding the necessity and reasonableness of the transactions.

In order to prevent exploitation of inside information, the Company strictly prohibits its directors, management and employees from using any undisclosed inside information that can affect the share price. The Company shall seek litigation against any person who is found to use such inside information for personal benefit.

7. Code of Best Practice

The Company’s directors comply with the code of best practice as set out by SET guidelines.

8. Directors’ Roles

In 2022, eight of ten directors of the Company are not members of the management team. Three of these eight directors are Independent Directors who make up the Audit Committee.

9. Separation of Responsibilities

Currently, the Chairman of the Board of Directors, Mr. Apirag Vanich, does not hold a management position in the Company. Although Mr. Apirag Vanich is a representative of the Vanich Group, the major shareholder, he is not the Chief Executive Officer. Therefore, there is added assurance that the company’s management and policies are independent.

10. Director and Management Remuneration

Compensations and incentives provided to directors and management are comparable to other companies in the same industry and therefore, are justifiable.

The Company agrees to disclose information concerning director and management remuneration according to the requirement from the SEC.

11. The Board of Directors’ Meeting

The Company organises Board of Directors’ meeting at least once every three months. Invitations are sent out to all directors not less than seven days prior to the meeting, according to the Company’s Articles of Association.

12. Subcommittees of the Board

In 2022 there were three Board Subcommittees

Audit Committee:

The Board created the Audit Committee on 29 July 2003. Members of the Audit Committee have tenure of three years. During 2022, the Audit Committee conducted four meetings to consider the implementation of the Company’s Internal Audit system.

Strategic Planning Subcommittee:

On 13 November 2004 the Board created the Strategic Planning Subcommittee to consider the Company’s’ long-term growth options, the Company’s Long Term Plan, and other long-term strategic issues including the succession of senior management.

Nominating and Remuneration Subcommittee:

On 13 May 2022 the Board created the Nominating and Remuneration Subcommittee to review and recommend to the Board the framework of senior management appointment and remuneration, and to ensure that there is a succession plan.

13. Internal Control System and Internal Audit

The Company set up an internal audit system on 29 July 2003 to be supervised by the Audit Committee. This team may include an internal audit firm employed by the company from time to time to help set up and monitor the internal control system.

14. Report of the Board of Directors

The Board of Directors appointed the Audit Committee for the purpose of seeking opinions regarding the necessity and reasonableness of connected transactions, which were certified and documented in the notes of the financial statement. In the case where the Audit Committee cannot or does not have the capability to assess transactions in a reasonable manner, the Company will be responsible for finding an independent specialist to provide opinions on the transaction on the Audit Committee’s behalf in order to provide the Board of Directors and shareholders with the best information for their consideration.

15. Investor Relations

In compliance with SEC requirements, the Company has provided sufficient information in the filing report and prospectus. The Company will continue to disclose relevant information to the public in a timely and correct manner with respect to the SEC and SET regulations. The Company has appointed the CEO and the CFO as the persons responsible for investor relations affairs.