Corporate Governance and Sustainability Committee
Mr. Boongrieng Thanaphansin
Chairman of the Corporate Governance and Sustainability Committee
The Board of Directors is committed to driving the Company towards becoming a transparent and ethical organization, managing operations with integrity, accountability, and a strict stance against fraud and corruption in all forms. The Board adheres to good corporate governance principles, ethical standards, business conduct codes, and sustainability management standards. This is to continuously improve the Company’s corporate governance effectiveness, ensuring fairness and building trust among all stakeholders. Furthermore, it pushes important policies to the subsidiaries to foster sustainable growth across the entire value chain. In 2024, the following positions are held:
January 1,2024 to December 31,2024
- Boongrieng Thanaphansin Chairman of the Corporate Governance and Sustainability Committee
- Komol Rungruangyot Corporate Governance and Sustainability Committee
- Ms Thitimar Tantikulsuntorn Corporate Governance and Sustainability Committee
The Board of Directors has assigned the Corporate Governance and Sustainability Committee to propose guidelines for good corporate governance to the Board, overseeing the performance of directors and management to ensure compliance with the Company’s good corporate governance principles. These principles must also align with those of the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand (SET), and the recommendations from the Corporate Governance Assessment Report.
In 2024, the Corporate Governance and Sustainability Committee held 1 meeting as scheduled to oversee, monitor, and evaluate the implementation of the good corporate governance plan, operational risk management, internal control, compliance with laws, organizational rules and regulations, anti-corruption efforts, social and community responsibility plans, and environmental sustainability development.
January 1,2024 to December 31,2024
- Boongrieng Thanaphansin Attended 4 meetings
- Komol Rungruangyot Attended 4 meetings
- Ms Thitimar Tantikulsuntorn Attended 4 meetings
In summary, the key points are as follows:
Disclosure of Information and Transparency
- Prepare the annual report/one report (Form 56-1 One Report) and disclose the Company’s quarterly performance and important information for shareholders, investors, and the general public. The disclosed information is complete, sufficient, reliable, and timely through various channels, such as the Stock Exchange of Thailand (SET) system and the Company’s website www.wice.co.th. The Company Secretary is the main unit responsible for the dissemination of this information.
- Disclose sustainability performance information covering three dimensions: Environmental, Social, and Governance (ESG) through the Form 56-1 One Report under the section on driving business for sustainability. This is also integrated into the sections on risk management, analysis and explanation by management, and corporate governance. Additionally, the information is disclosed through the Company’s website under the section on sustainable development. The disclosures follow international standards, such as the Global Reporting Initiative (GRI), and present the Company’s commitment to supporting the United Nations’ Sustainable Development Goals (SDGs). The Company promotes and supports the disclosure of this information in alignment with the guidelines from the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), aiming for listed companies to disclose sustainability performance in accordance with global disclosure standards.
Shareholders’ Rights and Equal Treatment of Shareholders
- Organize the Annual General Meeting of Shareholders for 2024, providing information on the date, time, location, and agenda of the meeting, as well as all relevant information regarding matters that require decisions, to shareholders in advance in a sufficient and timely manner. Notify shareholders of the rules and regulations for the meeting and publish this information on the Company’s website before sending the documents, allowing shareholders to study the information in advance. Additionally, the Company facilitates shareholders in exercising their rights to attend the meeting and vote fully, even during the COVID-19 pandemic. The Company received a full score of 100 from the AGM Checklist evaluation, rated as excellent.
- Provide shareholders with the opportunity to propose additional agenda items and nominate individuals for election as directors in advance, between October 18,2023, and December 2023, in accordance with the criteria set by the Company.
- Require directors and executives to disclose information regarding their interests and those of related parties for the year 2024, so that directors can consider the Company’s transactions that may involve conflicts of interest and make decisions in the best interest of the Company as a whole. Additionally, directors who may have an interest or conflict of interest in any agenda item must abstain from voting, refrain from providing opinions, and not attend the meeting for that agenda item.
- Require directors, executives, and all levels of employees to prepare a conflict of interest report. In 2023, this process was completed, and no significant conflicts were found.
- Require all directors and executives who are obligated by law to report their securities holdings, and the Company secretary to compile and report this information at the Board of Directors meetings on a quarterly basis.
- Oversee the implementation of practices regarding insider trading by ensuring that directors, executives, and individuals with access to inside information avoid trading the Company’s securities. If it is necessary to trade, they must notify the Company secretary in advance to ensure transparency.
Responsibilities of the Board of Directors
- Ensure the evaluation of the performance of the Board of Directors, including the evaluation of the entire Board, self-evaluation, evaluation of sub-committees, and evaluation of the roles, responsibilities, and performance of the Chief Executive Officer (CEO).
- Support the directors in attending various training courses to develop their knowledge, skills, and expertise in performing their duties, such as courses from the Thai Institute of Directors Association and other relevant institutions, including organizing internal seminars by inviting experts to present information related to the operations of the Board of Directors.
- Organize a meeting between the independent directors once.
- Organize a meeting of the board of directors without the management team once.
Good Corporate Governance, Operational-Level Risk Management, Internal Control, Compliance with Laws, Regulations, and Organizational Rules, as Well as Anti-Corruption and Anti-Bribery Efforts
- Consider approving the Company’s good corporate governance policy, anti-corruption and anti-bribery policy, and the Company’s business code of ethics, as well as setting goals to be communicated at all levels. Continuous monitoring and providing guidance to elevate the Company’s corporate governance standards to international levels.
- Provide policies and offer recommendations to the Corporate Risk Management Committee, which is responsible for overseeing the implementation of corporate governance principles, operational risk management, internal control, and ensuring compliance with laws, rules, and organizational regulations.
