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Reporting Concerns
Minor International Public Company Limited (MINT) takes a serious
interest and fully supports the introduction and adoption of
good corporate governance principles and practices in all operations
within MINT and its affiliated companies.
Based on its corporate governance concept, the Board of Directors
determines the strategy which is to be adopted in order to
accomplish set objectives through means which comply with
all laws and regulations, and also MINT’s own regulations.
These concepts are set forth in the following eight (8) sections;
Section 1. Objectives
The objectives of MINT are to engage efficiently, responsibly
and profitably in the hospitality and in other service related
businesses under itself and under its affiliated companies.
MINT seeks and expects a high standard of performance from
its employees and other personnel and looks for opportunities
to grow financially and commercially while enhancing its long-term
business position as a leading international hospitality &
leisure operator by developing branded products & services.
Section 2. Mission
MINT is committed to achieving sustainable commercial and
financial success principally in the hospitality and related
service businesses. With our strategic investment plan, high
quality service culture and world class experienced human
resources, we aim to grow financially and be able to at least
maintain our business position in a longer term while providing
100% satisfaction to all stakeholders as we have stipulated
in “Mission Statement.” We intend to accomplish these aims
through the following criteria;
1. Increasing in asset and equity base
by investing wisely;
2. To increase the rate of return on our
capital to our stakeholders and;
3. To maintain or improve the ranking of
each of our hotels to be the top three of the market segment.
Section 3. Core Values
MINT has set up corporate values with an emphasis on the following
categories:
1. Customer Focus
• Show passion and excitement in serving our customers, both
internal and external.
• Build trusting relationships through effective communications
and by meeting our commitments.
• Anticipate and exceed their needs and expectations.
• Provide 100% service satisfaction.
2. Result Oriented
• Employees understand the tasks assigned to them.
• Each tasks assigned to employees shall be beneficial toward
the company and the stakeholders.
• Each task is performed with mission for excellence.
3. People Development
• Treat each other fairly and with honesty, dignity, and respect.
• Provide training relevant to the functions performing.
• Provide opportunities for employees to share in the Company’s
success.
• Provide an environment in which employees can excel and
grow while maintaining personal balance.
• Provide a safe and healthy work environment.
4. Innovative
• Implement creative solutions in all disciplines that result
in business success.
• Attract and retain the talent necessary to drive innovation.
• Evaluate, acquire, and utilize complementary competencies
from external sources.
• Achieve and sustain technology and services leadership within
our strategic business focus.
Section 4. Code of Corporate Conduct
1. Transparency and the disclosure
of information
Administrative tasks, the recording of accounts, and the drawing
up of financial reports must be correct in accordance with
legislation and must consistently meet international standards.
Moreover, information shall be disclosed in a manner that
is correct, clear and up to date, in order to secure the confidence
of investors, shareholders and related officials.
2. Fair treatment to all parties
concerned
The Board of Directors emphasizes on the practice of fairness
by accommodating to all the stakeholders and of which is in
line with relevant laws.
3. Risk management
The board of directors must manage risks concerning effectiveness,
efficiency, the correctness of financial reports, and compliance
with legislation, rules, regulations, and orders in a matter
than relates well with internal controls. This shall be done
by analyzing risks from business operations, prioritizing
risks in order of importance, and drawing up control measures
in order to reduce risks to a minimal level.
4. Focus on excellence
The board of directors promote operations in such a way as
to ensure a continuous improvement in performance among all
personnel sections, with all work units encouraged to engage
in self development as part of a constant drive towards excellence.
5. Focus on social responsibility
MINT conducts businesses in such a manner that it has duties
and responsibilities towards society and the environment.
MINT encourages participation in many social assistance and
environmental protections programs.
Section 5. The Organization Structure
MINT organization structure comprises the Board of Directors,
Audit Committee, Compensation Committee, Nomination Committee
and Executive Management.
The Board of Directors
1. Composition and appointments
1) The board of directors consist of at
least five members, but not more than 11. No fewer than half
of these board members must be based within the Kingdom. The
board members must have the qualifications determined by legislation.
2) No fewer than three directors must be
knowledgeable and capable independent directors drawn from
outside.
3) The appointment of directors shall be
made in accordance with the stipulated schedule, and the proposal
of directors for election shall be made with transparency
and clarity. Background information on the candidates must
be sufficiently detailed to assist in the selection process.
4) The background of all the directors
must be disclosed in detail to the public, and shall be disclosed
each time there are changes in the composition of the board.
2. Qualifications of directors
1) The qualifications of directors shall
not contravene the Act on Standard Qualifications for the
Directors of the Public Limited Company Act, or other related
legislation, together with stipulations of the Stock Exchange
of Thailand and the company’s regulations.
2) Independent directors shall not be employed
by, hired by or act as consultants to companies within the
overall company network or related companies, and shall hold
a stake of no more than five percent in the company’s paid-up
capital. They shall be able to ensure the equal benefit of
all shareholders, and shall not cause conflicts of interest
between the company and the executives or major shareholders.
They must also be able to participate in board meetings by
offering independent views.
3. Role, duties and responsibilities
of the Board
1) Directors must possess knowledge, capabilities
and experience which can benefit the company’s business operations,
must be interested in activities of the companies of which
they are directors, and must possess honesty and integrity
in business operations.
2) Directors must carry out their role
in accordance with legislation, the objectives and regulations
of the company, and the resolutions of the shareholders’ meetings
with loyalty, honesty and caution to ensure the benefit of
the company, and must show constant accountability to the
shareholders.
3) Directors shall determine policies and
the direction of the company’s operations, and shall monitor
and supervise to ensure that the management division follows
the policies thus stipulated with effectiveness and efficiency,
in order to maximize economic value and shareholders’ wealth.
4) Directors should continuously monitor
the company’s business operations and should be aware of operations
in accordance with legislation and rules in contracts relating
to the company, and should order that the management division
inform them of important issues relating to the company in
order to ensure that the company’s business operations are
carried out effectively.
5) The board of directors shall ensure
that registered companies have effective internal controls
and internal audits.
6) Independent directors and other outside
directors should be prepared to use their discretion in an
independent manner when deliberating stipulations, strategies,
administration, the use of resources, the appointment of directors
and the stipulation of business standards, and must be prepared
to oppose the actions of other board members or the management
division where there are disputes concerning issues which
affect the equality of every shareholder.
The Audit Committee
1. Charter
The Audit Committee was formed and approved by the Board of
the Directors to support and monitor the corporate governance
objectives of the Company. The members of the committee shall
consist of the Independent Directors of the Company, one of
which is appointed by Chairman by the Board of Directors.
Ex-officio members of the Committee shall consist of the Chief
Financial Officer (CFO) and the Internal Audit Manager (IAM).
The Committee shall convene at least four times per annum.
The duties of the Committee shall be to oversee the internal
controls, review the interim and fiscal financial statements,
to assure compliance with regulatory requirements, and to
meet periodically with the Company’s auditors to procedural
matters. The Committee shall also recommend the appointment
of audit firms and their compensation to the shareholders.
The Committee shall report to the Board of Directors on all
pertinent matters relating to the performance of its duties.
In additional to prescribed duties, the Audit Committee has
further defined it objectives as follows;
1.1) To appoint and supervise the work of
an Internal Audit Manager who shall report to the Committee,
independent of the executive management of the Company.
1.2) To establish a work scope for the
IAM. The IAM shall periodically report the findings of internal
inspections to the Audit Committee. Issues arising from these
examination shall be promptly reported the Executive Management,
and to the Board of Directors as deemed appropriate.
1.3) To meet at least twice per annum with
the statutory audit firm to review interim and fiscal audited
financial reports, discuss the contents of the annual Management
Letter, and to review pertinent changes in regulations and
accounting standards which would be affect the reported financial
results of the Company.
1.4) Special attention will be given to
matters relating to external regulatory compliance. Approval
and disclosure of linked transaction will be conducted in
such a manner that meets the highest standards for Corporate
Compliance.
1.5) To encourage executive management
to maintain appropriate written internal policy guidelines
which detail delegated approval authorities granted to individuals
within the Company.
2. Composition of the Audit Committee
2.1) The company’s board of directors shall
appoint the audit committee.
2.2) Members of the audit committee must
be company directors and the terms for each member shall be
for three years and may be re-elected to serve for another
term.
2.3) The audit committee must have at least
three members all of which is independent, one of these members
must have knowledge, understanding or experience of accounts,
finance or auditing.
Compensation Committee
1. Composition of the Compensation Committee
The Committee has three members and all of which were appointed
by the Board of Directors.
2. Role, duties and responsibilities of the Compensation
Committee
The Committee has responsibility to establish the remuneration
policy and other benefits to the Chairman and other Executive
Directors.
Nomination Committee
1. Composition of the Nomination Committee
The Committee has three members and all of which were appointed
by the Board of Directors.
2. Role, duties and responsibilities of the Nomination Committee
The Committee has responsibility to nominate suitable persons
to be considered by the shareholders to be company’s directors.
Executive management
1. Role, duties and responsibilities of the Executive Management
1.1) To supervise the company’s operations
to ensure efficiency and business strength, and that they
accord with the policy directives of the board of directors.
To screen various issues that shall be proposed to the board
of directors for deliberation and other operations as delegated
by the board of directors, to report on operations to the
board of directors in the board meetings, and to be responsible
to the board of directors.
1.2) To support the administrative work
of the management division to ensure that it meets the company’s
aims and objectives.
1.3) To participate in drafting the company’s
plans, both short term and long term, to meet the company’s
aims and objectives.
1.4) To participate in drafting financial
management plans in order to reduce financial burdens and
ensure a strong financial structure.
1.5) To participate in drawing up public
relations offensives, in order to ensure a favorable and sustainable
reputation.
1.6) To carry out other operations as delegated
by the board of directors.
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Section 6. Code
of Ethics for Directors, Management and Employee
MINT’s Board of Directors and employees are emphasized on
the business ethics through company’s Ethic Codes and Conflict
of Interest Disclosure Statement.
Section 7. Rights and
equality of shareholders, and the role of the company towards
persons with interests in it.
Shareholder rights
1) The board of directors has to supervise
and provide protection for all shareholders to receive basic
rights:
2) The right to receive share certificates
and the right of transferal, and the right to receive information
that is sufficient, on time and in a form suitable to allow
for the formation of decisions which have a bearing on the
company and the shareholders themselves;
3) The right to participate and vote in
shareholder meetings, in order to allow for the formation
of decisions on policy changes that are important for the
company, and on shareholders’ rights which the board of directors
has to seek approval from the shareholders’ meetings;
4) The rights to elect and remove directors,
and to approve the appointment of independent account auditors;
5) Rights in the division of profits.
6) Shareholders should receive letters
of invitation to meetings and information relating to the
location, time, agenda and issues to be considered at least
seven days prior to the meeting. The company shall arrange
for an appropriate time and location to allow the maximum
number of participants at the meeting.
7) In accordance with legislation, shareholders
may request that the directors add additional items to the
agenda of meetings and may pose questions, request explanations,
and display their views as appropriate.
8) The company chairman should participate
in the shareholders’ meetings to answer questions, or shall
arrange for the management division or other relevant directors
to answer them.
9) Following the shareholders’ meeting,
the shareholders should receive and have access to information
relating to the results of the deliberation and voting.
Shareholder equality
1) Shareholders have voting rights in accordance
with the number of shares that they hold, and have equality
with regards to company information.
2) Shareholders shall receive from the
company necessary information that is sufficient, fair and
timely, and the company shall not display bias towards any
one group of shareholders by providing them with as yet undisclosed
information.
3) In the shareholders’ meetings, the shareholders
shall be treated with fairness.
Role of the company towards persons with interest in it
1) The board of directors
should be aware of the rights of persons with interests as
stipulated by legislation, and should support cooperation
between the company and persons with interests in the creation
of prosperity, employment and activities with a sustainable
financial status. The board of directors should be confident
that the rights of persons with interests are being protected
and practiced.
2) The board shall take
into account the benefits received and given by persons with
interests in generating competitiveness and profits for the
company.
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Section 8: Information disclosure
and transparency policies
1) The board of directors has the duty
to organize financial statements which display the company’s
financial status and performance as stipulated by law, and
to disclose other information in a manner that is complete,
sufficient, credible and on time, in order to enable the shareholders
and interested parties to receive information on an equal
footing.
2) The company shall organize important
information in a manner that is thorough, clear and transparent,
and shall disclose it on a regular basis.
3) The board of directors shall organize
explanatory reports within the annual report in order to expand
on important issues which are difficult to understand, and
shall provide additional explanations of important company
policies concerning the management of operational and financial
risks.
4) The board of directors shall disclose
additional information in the annual report concerning the
number of times which each director and/or sub-committee member
has participated in meetings, compared to the number of meetings
held by the board and/or sub-committee each year.
5) There shall be a section that provides
information to and communicates with shareholders, investors
and stock analysts.
6) The company shall disclose the following
information on a regular basis:
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- Company objectives;
- Financial status and audit committee reports;
- Company performance and analysis;
- Shareholder and management structure;
- Risk factors;
- Supervisory policies, etc. |
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