Investor Relations

CG Principle

1. Rights of Shareholders

The company realized the owner's right of shareholders, which controlled the company by assigning the Committees to do the duty and make some significant decisions for them. Therefore. the Company encouraged the shareholders to exercise their own rights and protected the fundamental right for them. To do so, the shareholders were given an access to the Company's news and information sufficiently, attending the meeting of shareholders, exercising their rights to vote for the Committee appointment, assigning the Committee's remuneration, selecting auditors, setting auditing fee, and so on. The Committee has evidently conducted corporate governance, which the Company shall promote the rights of shareholders to use their fundamental rights. The company shall not take any actions that will violate or deprive shareholders' right.

For Annual General Meeting, the company shall appoint the date which does not fall into long holidays, national holidays and the timing of meeting must not be too early in the morning or too late in the evening. The place of Meeting must be accessible conveniently, having enough car parking. The map of meeting venue must be provided.

We have held the Annual General Meeting of the Shareholders for 2010 on April 27, 2010 at Lilly Room, L Floor, Jasmine Exclusive Suite, locating at No.2, Sukhumvit 23 Road (Prasarnmitr), Klongtoey Nua, Wattana, Bangkok. The Company had publicized invitation letter and supporting information for meeting agendas on the company's website (www.rojana.com) at least 30 days before the Meeting. Together, the Company also delivered an invitation letter to the Thailand Securities Depository Co., Ltd., the Company's stock registrar who then re-sent the invitation letter to shareholders at least 14 days before the Meeting. This is to allow shareholders enough time to consider the proposed agendas. In case of shareholder wishes to rise up any additional agendas, he is also allowed to do so in the Meeting of Shareholders. For sending the document subject to the AGM, there shall include information and documentation for the AGM in detail and a form of power of attorney. This follows to the legitimate format.

The Company also facilitated shareholders by providing staffs to welcome the attendees and gave necessary information before and after the meeting. Furthermore, we also accommodated shareholders by the refreshment and snacks during the meeting.

The Company's Board of Directors have concerned on attending the annual general meeting of shareholders so that they are able to answer the questions raised by shareholders and listen to their suggestions. The Annual General Meeting of the Shareholders for 2010 was attended by all Directors and the Company's executives.

The meeting was proceeded according to the meeting agendas in the invitation letter. The shareholders were allowed to freely commend and ask the questions for each agenda. Before the Meeting, the Company's secretary had informed the shareholders how to vote by the following details.

To vote for each agenda by rising up their hands, in case the shareholders disagree or commit the abstention, they are required to fill in the vote cards with their signatures. The staffs will only collect the vote card from those who disagree or give no vote.

For vote count method, the company will deduct the abstention and the votes against from the eligible quorum vote. The surplus from agreed vote will be recognized as an official commitment for considering agenda. Nevertheless, the official commitment must not be conflict with shareholder's intention which mentioned in the power of attorney. For the eligibility of voting, it required the consent of majority vote from the shareholders present in the meeting and from those with the voting right.

The company had recorded the minutes of the meeting which contained the name list of attendees and the consent of the Meeting and was published via the Company's official website at www.rojana.com within 30 days after the meeting.

2. The Equal Treatment of Shareholder

The company realized the importance of the equal treatment of shareholders, which the Company shall fairly and equally treat the shareholders as follows:-

  • The Company proceeded the meeting by the proposed agenda which had informed to the shareholders before and will not add the agenda to the meeting without prior notice to the shareholders. At all events, the shareholders got a chance to review the agendas before attending the meeting.
  • The Company provided the scorecards in the meeting for the shareholders to vote as well as arranging the staffs to collect the scorecard and to help facilitate the meeting to smoothly run.
  • The Company recorded the minutes of meeting in manner sufficiently clear and complete and disseminate the minutes of meeting via Rojana official website after reporting to the stock exchange of Thailand 14 days after the Meeting.
  • The Company gave an opportunity to the shareholders to propose the meeting agenda, nominate the qualified directors for the Annual General Meeting in advance. The company has informed the shareholders detail of AGM via the Company's official website since the AGM 2006. However, the Company's Board of Directors was the one who would review the appropriateness of proposed agendas. For the person who was nominated to the Director, the management will later present to the Board of Directors and the meeting
  • The Company has imposed measure to prevent exploiting the internal information for the Directors and executives' interests. As a result, the Company's Directors and executives needed to declare the list of their property and so do their spouses and children under the legitimate age. Moreover, they needed to update the report of the list of shareholding to the Securities and Exchange Commission in any case that there is any change made to the acquirement in their shareholding within 3 day counts from the date of buy, selling, and transferring those shares. This is to comply with the Securities and Exchange Act under Article 59. Moreover, the Company's Board of Directors shall be informed their scope of responsibility and punishment under the Securities and Exchange Act B.E. 1992. The Company must prohibit the executives who has internal information to do anything breaking the said Act under Article 241 including other relevant acts as well.
3. Rights of Interested Parties

We appreciate the rights of all interested parties whether they are inside of the company (employees and executives of the company and the subsidiaries) or outside of the company (competitors, creditors, the authority and relevant agencies). This is because we understand that their support is crucial to our competitiveness and profitability. Our efforts in this regard are as follows:

  • Employees: All employees are treated fairly. They are appropriate compensated.
  • Partners: We purchase products and services from partners under general trading conditions, and, proceed in accordance with the agreements we have with them.
  • Creditors: We comply with all agreements we have with our creditors.
  • Clients: We care about our clients and ensure confidentiality of their information. A unit is established to handle clients' complaints and resolve issues for them without delay.
  • Competitors: We operate by the rules and do not discredit our competitors in dishonest ways.
  • Community: We take appropriate actions to ensure the positive environment of the community in which we operate.

Relevant laws and regulations are observed so as to make sure that the rights of all interested parties are preserved

4. Information Disclosure and Transparency

Board of Directors believes that correct, complete and transparent information is crucial. However, the information must be disclosure, accessible and adequate to makes a decision under the restriction of timing and must be available for all at a specific point in time.

However, the company's information must be available to the Investors and relevant parties which will be kept informed of information which has been developed through the channels of Stock Exchange of Thailand and the Company's website. The examples of available information are ranked from Annual Report, List of Annual Information (Form 56-1), Company Information, List of Board of Director, Financial Statements, Investment in Subsidiaries and Affiliated Companies. However, those who have given us their e-mail address, postal address or telephone number would be reached the information mentioned previously. And for the Investors, shareholders, analyst and Thai's citizen may obtain further information on the company at 0-22592400- 3,0-2260-1248,0-2260-1288 and 0-2260-1289, sending a facsimile to 0-2259-2394,0-2261-0799, by writing to rojana@rojana.com, acrojana@truemail.co.th or visiting our web site at www.rojana.com

The Company's Board of Directors had conducted the report of the Directors' responsibility in the financial report of the Company. (for detail, please see the responsibility of Board of Directors in the financial status report of the Company) and the reports from auditors (for detail. please see financial statements)

The Company's Board of Directors perceived the importance of company's information that must be transparent, accessible and timeliness by given company's information throughout various channels these included the channel of the Securities and Exchange Commission and Rojana official website.

In 2010 the Company arranged the Company Visit for the executives, analysts, investors and related parties, regarding to progress on project operation

Site visit by analysts and financial institutes 3 times
Company visit / Conference call 203 times

Policy on Compensations for Directors and Executives

The Company has clearly and transparently established policy for the payment of compensation for directors for the amount on par with the industry and sufficiently high to attract and retain directors of the desired qualifications, and, relevant approval is sought from the shareholders assembly. Directors who are assigned additional duties and responsibilities are paid greater compensation to reflect the extra burden .

  • Compensation for executives: Compensation for executives is paid in accordance with the policy established by Board of Directors. It is tied to the performance of the company and the performance of each executive.
  • Compensations paid in 2009 and 2010: We have disclosed the amount of compensation paid to directors and executives under the relevant section.
5. The Responsibility of the Board

1. Structure of the Board

Shall consist of 13 directors including two executive directors, six independent directors and two non-executive directors counterbalancing the power of directors who not holds any managerial position in the company. The six independent directors represent two-third of all directors. For the combination or separation of posts can be simplified by these following details:

  • Chairman of Board of directors is non-executive director and does not hold shares of the company
  • Chairman of Board of Directors is an independent director and is not related to the management in anyway.
  • Chairman of Board of Directors is not the same person as Chief Executive officer and/or Managing Director in order to separate the duties of routine governance policy determination.

The Company had set the qualifications of non-executive directors by following:

  • The non-executive directors must not hold shares exceed 0.5% of the registered paid capital of the Company. affiliated companies. subsidiaries or juristic persons who might have the conflict of interest. However. the amount of share will be counted from shares that those persons and their relevant parties holding and in any case this must be complied with the regulation of the Securities and Exchange Commission
  • The non-executive directors must not be Staff/Employee/ Consultant who have received salary and have power to control the Company. affiliated companies and its subsidiaries or the person who has the conflict with the company in the present or at least 2 years before taking the position.
  • The non-executive directors must not have same blood relationship with parents. consort. relative and child including consort of director's child. major shareholders or the person who has the power to control company. or the person who has proposed for the managerial position to control the Company and its affiliated companies.
  • The non-executive directors must not have a business relationship with the Company. affiliated companies. and its subsidiaries or the person who has the conflict with the company in the present or at least 2 years before being appointed as the profession in their careers. such as licensed audit. professional. law consultant, financial consultant, appraiser, etc. In addition. the non-executive directors must not have a commercial/business relationship valued from Baht 20 Million or 3% of the Company's tangible assets, whichever the lesser. However. in consideration of the asset value. there should include the lists incurred during 6 months before the date of the asset listing.
  • The non-executive directors must not be a representative of the Company's Director. the major shareholders or shareholders related to the Company's major shareholders.
  • The non-executive directors must not have any others qualification that would interfere the Company decision making

2. Sub-Executive Directors

At the present, the Company has not had appointed the committee to consider the remuneration and the acquisition committee. This is due to an internal structure of company not compatible with the sophisticated executive directors who can contribute themselves for the company. Also. the remuneration of the executive directors is standardized as the same level of others industrial payment.

3. Role. Function and Responsibility of the Board

3.1 The Board of Directors of the Company shall consist of the sophisticated persons from various careers who occupy leadership, vision, well education, experiences and ability to make a decision freely in order to maximize the Company and shareholders' interest. The Board of Directors is involved in or gives approval of the establishment of visions, missions, strategies, goals, business plans and budgets of the company. They ensure that the management complies with the business plans and the budgets established in order to maximize economic value of the business and security for the shareholders.

  • Board of Directors has arranged for efficient internal control and audit systems as well as risk management system, and, regularly follows up on such issues at Board of Directors meetings.
  • Board of Directors determines roles and responsibilities of committees, subcommittees and the management, and, regularly explains these roles and responsibilities to the parties involved.
  • Board of Directors ensures that Executive Committee proceeds in accordance with the policies established, with the exception of transactions with conflict of interests and those which must be approved by the shareholders according to the regulations of Securities and Exchange Commission and Stock Exchange of Thailand.

3.2 Having realized its significance, we have established corporate governance policy to ensure appropriate conduct of business and sustainable growth of the company. The Board of Directors is determined not only to proceed in accordance with this policy but also to ensure the functioning of appropriate internal control and audit system as well as the compliance of the management with our corporate governance policy. Other actions taken to guarantee the long-term benefit of the shareholders are as follows:

  • Treat all shareholders and interested parties failry
  • Create added values in the long run, manage the business with produce, perform duties competently, avoid of conflict of interests and take full responsibility for one's action
  • Ensure transparency and auditability; disclose adequate information to all relevant parties
  • Be concerned about risks and implement appropriate risk management system
  • Establish code of business ethics to be observed by directors and employees

3.3 Business ethics: we have established ethical guidelines for Board of Directors, the management and employees to observe in their honest performance of duties to ensure fair treatment of the company, all interested parties and the public. They are required to sign in acknowledgement and acceptance of the guidelines. We regularly follow up on their compliance and have also determined disciplinary punishments.

3.4 Conflict of interests: In order to avoid conflict of interests, Board of Directors uses care with transactions with possible conflict of interests. A procedure is established for the approval of such transactions. We have also established policies preventing executives and relevant parties from using internal information for personal gain as follows:

  • Transactions with possible conflict of interests: Board of Directors is informed of transactions with conflict of interests and related transactions and considers each carefully in accordance with the criteria of Stock Exchange of Thailand on the arm's length basis .
  • Governing internal information usage
    • Executives are required to report on changes in shareholding to Stock Exchange of Thailand under Section 59 of Securities and Exchange Act B.E. 1997.
    • Executives and units with access to internal information are prohibited from disclosing such information to outsiders or to individuals who are not involved with it.

3.5 Risk management: Board of Directors very well appreciates the significance of risk management. To this end, they have implemented a system for the determination and the evaluation of risks, risk preventive and management measures, and, compliance with relevant laws and regulations. Risk management reports are made mandatory as well.

3.6 Internal control and audit systems: we appreciate the significance of internal control system at both executive and operational levels. As such, we have established the roles and the authority of executives and operators, control system for the use of the company's assets, and, separated the duties of operators and monitors to create balance and redundant checking. We have also implemented an internal control system for our financial operation under which financial reports must be submitted to the line supervisor and to the directors.

Audit Committee was appointed with three members who are independent directors. Their duty is to review internal control system to ensure efficiency and transparency, to review financial statements prior to submission to Stock Exchange of Thailand, and, to ensure compliance with the regulations of Securities and Exchange Commission and Stock Exchange of Thailand as well as relevant laws.

We have not appointed an audit subcommittee and a compensation subcommittee. However, staffs are assigned to assist Audit Committee in their monitoring of systems. These staffs report directly to Audit Committee

4. Board of Directors meeting

Board of Directors convene meetings regularly and call for additional meetings as necessary. Agendas are determined in advance and resulting performance is regularly followed up on. We would send letter of invitation, agendas and supporting documents to the directors at least seven days in advance in order that the directors may have sufficient time to study the information beforehand. Board of Directors meetings generally last about one to two hours. A total of thirteen Board of Directors meetings were held in 2010, all of which were attended by the number of directors meeting the quorum. Minutes are taken of the meetings and copies certified by Board of Directors are submitted to the directors and relevant individuals for revision. (See detail topic number 8. Remuneration of the Board of Directors.)

5. Self-Assessment of the Board of Directors

In 2010, the Board of Directors convened the meeting to carry out the overall assessment of its performance during the previous year. The outcomes will be assessed for use in consideration of improving and rectifying the Board of Directors' performance so as to respond to the objectives, policies and regulations of the Company.

6. Compensation for Directors and Executives

  • Compensation for directors: We have clearly and transparently established policy for the payment of compensation for directors for the amount on par with the industry and sufficiently high to attract and retain directors of the desired qualifications, and, relevant approval is sought from the shareholders assembly. Directors who are assigned additional duties and responsibilities are paid greater compensation to reflect the extra burden.
  • Compensation for executives: Compensation for executives is paid in accordance with the policy established by Board of Directors. It is tied to the performance of the company and the performance of each executive.
  • Compensations paid in 2009 and 2010 : We have disclosed the amount of compensation paid to directors and executives under the relevant section.

7. The Enhancement for Directors and Executive

The executive directors are perceived the value self-enhancement in order to understand role, function and responsibility and to promote the efficiency to work at the company with appropriate manner. The company had launched the policy with the intention to let the executive director to join the seminar that held by relevant parties especially for that topic that shall promote the efficiency of work such as The Thai Institute of Directors for the topic of Director Accreditation Program (See detail board executive's biography)