REPORT OF THE CORPORATE GOVERNANCE COMMITTEE
To Shareholders of Univentures Public Company Limited ,
The Corporate Governance Committee of Univentures Public Company Limited consists of 4 committees appointed by the Board of Director’s meeting with the term in position of 3 years. In the Board of Director’s meeting No. 3/2016 on Friday 24th June, 2016, the meeting had the resolution to appoint Mr. Tithiphan Chuerboonchai to be the Chairman of Corporate Governance Committee replacing Mr. Nararat Limnararat effective on 27th June, 2016.
The performance of the Corporate Governance Committee in 2016 can be summarized as follows:
- From 1st January, 2016 to 26th June, 2016, consisting of Mr. Nararat Limnararat as the Chairman of the Corporate Governance Committee, Mr. Suwit Chindasanguan, Mr. Panote Sirivadhanabhakdi, Mr. Worawat Srisa-an as the members of Corporate Governance Committee
- From 27th June to 31st December, 2016, consisting of Mr. Tithiphan Chuerboonchai as the Chairman of the Corporate Governance Committee, Mr. Suwit Chindasanguan, Mr. Panote Sirivadhanabhakdi, Mr. Worawat Srisa-an as the members of Corporate Governance Committee
In 2016, the Corporate Governance Committee held two meetings which were in accordance with the rules of the meeting. All four directors attended all of the meetings and reported the results of the meeting to the Board of Directors regularly. The performance of duties of the Corporate Governance Committee can be summarized as follows:
Review corporate governance policy and Code of Conduct of the Company in compliance with the law, principles of Good Corporate Governance of the Stock Exchange of Thailand and the Thai Institute of Directors (IOD) for presenting to the Board of Directors to be approved. In 2016, the Whistle blowing policy and the measures to protect the information providers were added in the revised Code of Business Conduct to provide the channels for all stakeholders including the employees to report clues, offenses, or fraudulent behaviors, offenses to Corporate Governance and Business Ethics to the Audit Committee.
Monitor and supervise the corporate governance policies and Code of Conduct of the Company to develop into corporate culture incorporating good corporate governance and business ethics as part of the Company's corporate governance policy presented to the orientation of the new employees for them to sign in the certificate of compliance with the Code of Business Conduct.
Review and stipulate the policies, responsibility plan to the community and environment as well as monitoring the implementation of projects and activities completely and continuously.
performance of the Board of Directors and all of subcommittees both individual and in team based on the guidelines of the Thai Institute of Directors (IOD) and the Stock Exchange of Thailand. The results of the evaluation will be used in improving the performance to be more efficient. There is also the report to summarize the operating results to be proposed to the Board of Directors and the shareholders for acknowledgment.
Encourage the minority shareholders to propose the agendas of the shareholders' meeting and submit the questions about the Company prior to the Annual General Meeting of Shareholders in accordance with the Securities and Exchange Act and the principles of good corporate governance.
Consider the criteria to apply for the members of Thailand's Private Sector Collective Action against Corruption (CAC)
With the determination of the Company in operating based on the principle of good corporate governance coupled with the responsibilities on the society, community, and environment continually, the Company received the evaluation on the corporate governance of the listed companies for the year 2016 in the "excellent" or "5 Stars" level from the survey of the Thai Institute of Directors (IOD) and received the award of evaluation on the quality of the Annual General Meeting of Shareholders (AGM) of the listed companies for the year 2016 with 100 points ("Excellent") for six consecutive year from 2011 to 2016.
(Mr. Tithiphan Chuerboonchai)
Chairman of the Corporate Governance Committee