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
- Treat all shareholders and other stakeholders equally.
- The Board of Directors must manage the Company with diligence and care and be fully responsible for their duties.
- Support the management and employees to work with ethical conduct.
- Set up an efficient organization structure with the delegation of decision-making authority to different levels to allow the correct planning, quick delegation and efficient supervision of the work.
- Arrange for risk assessment from both internal and external sources through regular meetings between management and internal auditors to consider various risk factors that could affect the Company’s operation and projections.
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.
- The Company maintains the rights of shareholders and treats all shareholders equally. Every shareholders have the right of access to information or document in Thai and English according to the criteria or regulations of the Stock Exchange of Thailand.
- Shareholders have the right to authorize other person to attend the meeting and vote for them. They also have the right to receive any document or advice regarding proxy holding. The rightful proxy holder who submits a proxy form to the directors in the meeting shall have the right to attend the meeting and vote for a resolution in the same manner as the shareholders in all aspects. A shareholders may authorize the Company’s independent directors to attend the meeting and vote for the resolution. A shareholder shall have the right to receive an adequate biography or work experience of each Independent Directors to support their consideration.
- No Company personnel within the departments possessing the internal information is allowed to trade the Company’s securities during 1 month prior to the public disclosure of the financial statement.
3. Right of other stakeholders
The Company places great importance on the rights of various groups of stakeholders as follows:
- Employees : The Company treats all its employees equally.
- Trading partners : The Company establishes fair policy and operational procedures with its trading partners.
- Creditors : The Company conforms with the terms and conditions of any loan.
- Clients : The Company sells quality products to its clients at fair prices.
- Competitors : The Company does not conduct business in a way that damages its competitors.
- Society : The Company conducts business that does not negatively affect society or the environment.
4. Shareholders’ Meeting
- The Company held an annual general meeting of shareholders for the year 2022 on Friday, 22 April 2022 on 09.00 A.M. at OPRC Conference room, no. 592 T. Praipraya, A. Praipraya Krabi via E-AGM. The Company made a notification via the SETLink to all shareholders according to the list as of the closing date of the shareholder’s register.
- To ensure compliance with the principles of good corporate governance regarding the shareholders’ rights and to demonstrate fairness and equality among the shareholders, Univanich gave the shareholder an opportunity to propose agenda items for the Meeting and nominate in advance the qualified candidates for election as director for the 2022 Annual General Meeting of Shareholders during the period between 1st October 2022 to 31st December 2022. In this regard, this was announced via the SET news portal and on Univanich’s website. However, no shareholder had proposed any agenda items or nominated any candidates for election as directors whatsoever.
- The Company provides on its website – Investor Relations, Securities and Shareholders to all shareholders to facilitate them in downloading the invitation to the meeting, annual reports, proxy form, registration form to the meeting via electronic devices on 22 March 2022
- Shareholders are allowed to raise questions in each meeting agenda. They can also type questions as a text in the E-AGM system. Before voting for each agenda by shareholders and proxy holders, there will be an explanation of the voting procedures. Each shareholder voted individually.
- The minutes of the Annual General Meeting of Shareholders 2022 was completed within 14 days and disclosed on the Company www.univanich.com
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
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.