The Board has established guidelines in the supervision of the company which are in accordance with best practices of the
securities exchange and the Board of Directors of the company summarized as follow:
1. Governance Policy
The company recognizes good governance in order to keep investors and the general public informed and be able to examine
the operation of the company. The company has established supervision policy emphasizing matters related to directors, transparency in company's conduct, the disclosure of information, and risk management to build confidence among shareholders, investor, and all
relevant parties.
2. Right of Shareholders
As a matter of policy, the company recognizes shareholder's right by arranging to send out meeting invitation including
meeting information and agenda to all shareholders in advance. The company will also record and prepare minutes of the meeting so
shareholders may review and examine the results of the meeting.
3. Right of Interested Parties
The company recognizes the right of all interested parties particularly the community and employees. Over the past years, the
company has recognizes the importance of the environment because the business of the company may create vibration and noise
disturbing the nearby community. The company undertakes to implement various measures to reduce such impact as well as avoiding
creation of nuisance to the community as much as it can. Concurrently, for its own employees, measures have been taken to prevent
possible danger which may arise by providing them with appropriate protective gear.
4. General Shareholder's Meeting
The company has policy to facilitate the meeting of shareholders by organizing the meeting in a place and at a time convenient
to all shareholders to participate in the meeting. The company shall provide information with sufficient time to study as well as preparing
proxy document for shareholders who are not able to attend the meeting by themselves.
5. Leadership and Vision
The Board of Directors has participated in the establishment of vision, mission statements, strategy, goal, business plan, and
budget of the company as well as supervising the management to perform according to its business plan, and established budget
efficiently and effectively in order to maximize the economic value, and security to the shareholders.
6. Conflict of Interests
The company has policy to prevent conflict of interest by establishing policy and procedures in writing for the approval of
related party transaction. The Board of Directors and the Audit Committee shall control and examine said transactions and provide
disclosure within the Note to Financial Statement, Annual Report, and Form 56-1. In addition, the Board and the Committee shall
supervise management and related party to comply to Section 59 of the Securities and Securities Exchange Act of BE 2535 relating to
Disclosure of Security Holding and the Prohibition of Exploiting Insider Information for Self Interest.
7. Business Ethics
The Board and management have established policy and informed all employees to be conscientious to perform their duty
with honesty, and be responsible to interested parties, the shareholders, and relevant parties consistently.
8. Balance of Voting Power of Non-Executive Directors
The Board of Directors consists of 9 directors broken down into
- Executive Directors 5 individuals
- Non-Executive Directors 1 individual
- Independent Directors 3 individuals
Non-Executive directors and independent directors combined accounted for 44.4% of all directors, and provided appropriate check and balance in the management of the company.
9. Combined or Isolated Position
The company has isolated the positions of the Board Chairman, and the Managing Director distinctively with the check and
balance provided by independent directors.
10. Compensation for Directors and Management
The company has clear and transparent policy on director compensation at the same level as other companies in the industry
and sufficiently high to retain qualified directors with proper approval at the General Shareholder's Meeting.
The company has established policy on management compensation at an appropriate level commensurate to duty and
responsibility, sufficiently high to provide incentive for management to perform their duty to the highest of their ability.
11. Board of Director's Meeting
The Board convenes regularly at least quarterly with meeting invitation including information and clear agenda of the meeting
delivered to all directors at least 7 days in advance. The company arranges to record minute of the meeting in writing to report the
result of the meeting and retains the minute for the Board and relevant parties viewing and examining. During the year 2004, there
were 4 Board Meeting with all directors attended in all the meetings.
12. Sub-Committee
The company has formed two sub-committees comprising the Audit Committee, and the Recruitment and Compensation
Committee.
The Audit Committee: The company appointed its Audit Committee on March 2, 2004 with tenor of 3 years. The Audit Committee shall convene its
regular meeting and report to the Board of Directors
The Recruitment and Compensation Committee
The Board appointed the Recruitment and Compensation Committee in accordance with its resolutions passed at the Board
Meeting 4/2547, dated November 8, 2004, and 1/2547, dated February 25, 2004. The Committee was formed in order to consider
recruiting qualified and appropriate individuals to be appointed as executive directors including consideration for an appropriate level of
compensation for directors.
13. System Control and Internal Audit
The company commissioned KPMG Pumichai Co., Ltd. to provide operational audit and audit on essential financial activities.
KPMG Pumichai was to assist in providing counsel to rectify weaknesses found in the company's system of internal control, to ensure
the company maintains a good system of internal control, and conducting its business in full compliance with the law and regulation
relevant to the company.
14. Board of Director's Report
The Board of Directors is responsible for the consolidated financial statements of the company and its subsidiaries, and
financial information presented in the Annual Report. The Board assigned the Audit Committee to review financial statements and
related party transaction prior to its presentation. Said financial statements are prepared based on Generally Accepted Accounting
Principles in Thailand applying appropriate accounting policy, and adequate disclosure within Notes to Financial Statement.
15. Investor Relations
The Board of Directors recognizes the importance of disclosure of information which is accurate, complete, and transparent
both for financial information and general information as well as important information which may affect company's stock price. The
company distributes essential information via channel of communication in accordance with the Securities Exchange of Thailand
requirement. Furthermore, the company has established specific unit for investor relation reporting directly to the Managing Director to
provide news and information about the company for investors, shareholders, analyst, and the general public. Investor may contact for
information at phone number 029-190-090-97 or visit company website: www. seafco.co.th or at e-mail address: seafco@seafco.co.th |