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Annual
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| Good Corporate Governance |
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THAILAND POST CO.,LTD. (THP) is a state enterprise that changed its status from the
Communications Authority of Thailand (CAT) as a result of the State Enterprise Fund Act
B.E. 2542, now operating as a company but legally maintaining its status as a state
enterprise with its stakes from previously state enterprise-owned to governmentally owned
ones on August 14, 2003, which was registered No. 10854601449 in the civil and commercial
codes.
The cabinet resumed its resolution on July 8, 2003, appointing THP’s members in
replacement of 3 who resigned and terminated their terms according to the Ministry of
Finance’s announcement on June 14, 2005, totaling 9 to establish policies and good
corporate governance practice for THP as well as review and approval of other
performances stipulated by the civil and commercial codes and State Enterprise Fund Act
B.E. 2542.
Policies on Corporate Governance
Good corporate governance is a direction assigned to set out structures and appropriate
roles for the Committee to realize the importance of cautious operation and management,
with responsibility focused on efficiency and effectiveness. It also aims at benefits, taking
into account rightful liability of stakeholders on the basis of operation transparency, to
ensure confidence and value enhancement to competitive activities for both governmental
and private sectors in the long run. Apart from this, THP has promoted faithfulness and
fairness to avoid advantage conflict in its own decision methods and performances. These
will be employed as a controlling and monitoring framework for the company’s internal
audits.
Shareholders: rights and equality
Thailand Post is still under consideration of trading with the Stock Exchange of Thailand
(SET); such directives are not yet founded.
Rights and Equality of Stakeholders
Fully realizing its responsibility, THP treated stakeholders on an equal basis, sticking to fair
treatment to protect benefits and rights, information acknowledgement, and performance
verifiability via the website www.thailandpost.co.th. It also focused on good corporate
governance to ensure strict compliance with local legislation, the said rights being
protected and rightfully treated, explicitly recommending each and every stakeholder’s
assignments to be in line with this good governance, to allow the committee, the
management, and employees alike to adhere to.
It has strictly complied with the law’s related provisions and regulations, adhering to rules
and directives set out by the Ministry of Information Communication and Technology and
the Ministry of Finance.
Staff: Realizing its benefits, it boosted cultural and friendly working environment, to
compensate the staff according to their ability, responsibility and performance. Too, it
offered them to further study develop their knacks both from internal and external sources
on a fair basis, besides an allowance for staff accident insurance, set up by the regulations
on staff labor and welfare, plus a staff provident fund.
Strategic partners: Firm in conviction in business running and common benefits, it abided
to promises to comply with trading regulations, reckoning strategic partners as prime value
to customers.
Customers: It catered to customers’ secrets, ensuring quality and standard service being
attended to, with quick access to complaint lodgment points.
Competitors: Dedicated to maintain advisable fair and liberal competitions, it complied
with good competition framework.
Society: Strictly following regulations set out by the Universal Postal Union, it assisted to
social aid and public relief activities, seen in rural development camp, TO BE NUMBER
ONE, and juvenile enhancement projects.
Regarding these, THP complied with the related laws’ provisions and regulations to ensure
that stakeholder’ rights were well taken care of.
Shareholders’ Meetings
Thailand Post is still under consideration of trading with the Stock Exchange of Thailand
(SET); such directives are not yet founded.
Leadership and Vision
THP focuses on establishing of company stability and continuous development to bring
forth progress both now and in future through a cooperation of skilled and experienced
committee who firmly stick to performance etiquette. This is to ensure that they would ably
control and monitor the management level to work in compliance with the set vision,
strategies and goals, ascertaining that there would be good governance in operation,
financial management, budgeting, follow-ups, assessments and impartiality in
determination to enable maximum benefits to the company, country and people.
Profit Conflict
The Committee set rules and guidelines for internal management system, initiating rules to
eradicate profit conflicts, integrity, rationality and independence within a framework of fair
ethics. The company’s regulation No. 7 B.E. 2548 on personal and company conflicts
identifying the following:
- Prohibition of the Committee’s, the Chairman’s, or staff’s participation from being
contractors or parties in interest with the company.
- Prohibition from being partnership, shareholders, or other companies incorporating
with the company
- Prohibition from sharing interests with any juristic person either having concession
or maintaining concession from the government, entering into contracts with the
government in the monopolistic form
- Prohibition from sharing interests with the private businesses which are overseen,
controlled, or verified by the company, and whose benefits might be contradictory,
against, or having impacts to the company’ independence in operation, both in legal
and behavioral senses.
- Prohibition from receiving articles or chattels of value from third parties, except for
those allowed by law, rules and regulations defined by provisions of the law ,
permitting receiving of chattels or other interests in accord with stipulated codes of
ethics.
- Prohibition from incorporating with or acting on behalf of third parties for the purpose
of bidding which will ease the way for any among them to enter into agreements with
the company by deliberate evasion of fair competition. The prohibition also includes
an act of preventing them from presenting their goods to the company, or taking
advantage of them, construed as a deviation from normal business practice.
- Fraudulent giving, request, acting on behalf, demanding, or accepting of monies,
chattels or other interests for the purpose of bidding, in which bidders are enticed
into incorporating with the company to enable one of the parties to win the bidding,
or to lure them to either underbid or overbid; or to entice them into surrendering the
bidding
- Swindling or acts of any other means, which prevents other bidders from bidding on
a fair basis, or making bids with misconception, including others means having the
purpose of preventing fair competition, with a view to facilitate any individual bidder
to enter into agreement with the company, or to prevent any of them from bidding on
fair competition.
The above provisions are applicable to the Committee’s spouses, the Chairman, and staff.
Business Ethics
Considering that business ethics is of prime importance to boost the Committee,
management level and staff alike to constantly adhere to, THP has therefore set out ethical
recommendations, whereby all concerned will perform their responsibilities with honesty
and rightfulness. These are reflected in their fulfillment to the government, THP and
stakeholders. They are signed off as acknowledgement, observed, closely monitored, and
acted on in compliance with disciplinary penalties.
Information Disclosure and Transparency
THP focuses on right, complete, transparent and thorough disclosure of information, i.e.
financial and general reports that might affect the company. This is to ensure that
stakeholders are well-informed through a variety of media both internally and externally.
According to the Government Information Act B.E. 2540, Call Center has been set up to offer
to the public the company’s information and activities at Telephone Number 1545 and
access to the website www.thailandpost.co.th or writing to P.O. Box 123, P.O. Box 111 CAT
Headquarters, Bangkok 10002. In addition, guidelines are provided, seeing to it that the
general public, governmental sectors, mass medias and staff can lodge complaints under
the provisions provided for in its regulation No. 70 on “Acceptance and Treatment of
Complaints B.E. 2548”.
Weighting down of non-management Committee
THP Committee comprising 9 members, i.e. 8 non-management members, and 1
management member ensures that all assigned Committee will be independent in
operation and well weighted down.
Combination and Separation of Positions
The Chairman is an independent Committee, having no relationship with the management,
holding disassociated authority. Given this, there is a clear division of authority assigned to
monitoring and management.
Board of Directors’ Meetings
THP assigns the Board of Directors to hold a meeting once a month, with additional ones,
when necessary. The secretary of the Committee sends letters of invitation and meeting
documents to all directors in advance, no later than 7 days, to allow them sufficient time to
look into the documents prior to the meeting. Likewise, the Chairman allows the directors
sufficient time to discuss the matters in question. The directors are independent to openly
and freely propose their opinions, together with other vital issues to the meeting for
consideration. The management holds relatively sufficient time to propose documents for
discussion. Results of the meeting are recorded each time for reference. In 2005, the
directors held normal and additional meetings, totaling 15 times, with the meeting details
from individual directors as follows:
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Remarks:
* Mrs. Thananoot Treetipbut terminated her term on June 14, 2005 and was
reelected on
June 14, 2005.
* Mr. Surachai Pongpitaksopon retired from his membership on April 1, 2005.
* Mr. Anucha Chansuriya terminated his term on June 14, 2005 and was elected to be
THP’s advisor.
* Mr.Vichien Keeratinijakal was a member on June 14, 2005.
* Mr.Boonchai Charassangsomboon was a member on June 14, 2005.
The 4 members of the Audit Committee, i.e. Nos. 3, 4, 7 and 8 were readjusted to 3
members, i.e. Nos. 3, 4 and 10.
The 3 members of the Compensation Committee comprised Nos. 3, 6 and 8.
The 3 members of Internal Control Committee comprised Nos. 6, 8 and 11, and the 2 members of Risk Management Committee comprised Nos. 7 and 11. Later, these two Committees were combined, identifying 3 members, i.e. Nos. 6, 8 and 11.
Compensation for the Board of Directors
THP regulated compensations for the Board of Directors and subcommittee according to
the principles and policies compensating the state-enterprise committee with clarity and
transparency. These compensations were in compliance with rules and regulations of the
Ministry of Finance, and the cabinet’s resolution on May 18, 2004 on adjustment of the state-
enterprise committee’s allowance. The compensations for individual Committee and sub-
committee were as follows:
- THP’s Committee were awarded 1,018,000 baht.
- THP’s Audit Committee were awarded 384,000 baht.
- The Compensation Committee were awarded 10,000 baht.
- The Internal Control Committee and Risk Management
Committee were awarded 105,000 baht.
Subcommittee
THP’s Committee ordered settings up of subcommittees within a framework of good
corporate governance to oversee issues, when necessities arise, comprising:-
- Audit Committee
- Compensation Committee
- Internal Control and Risk Management Committee
Composition of the Audit Committee
1. Mr. Thosaporn Sirisumphand Chairman
2. Mrs. Yaovanee Nirandara Director
3. Mr. Anucha Chansuriya* Director
4. Mr. Surachai Pongpitaksopon** Director
5. Vice President (Internal Control Office)*** Secretary
Audit Committee’s advisors were
- Mrs. Soonthara Iamsuri
- Asst. Prof. Prawit Ninsuvannakul
Remarks: * 1. Mr. Anucha Chansuriya terminated his term on June 14, 2005.
** 2. Mr. Surachai Pongpitaksopon retired from the membership on April 1, 2005.
***3. Mr. Boonchai Charassangsomboon replaced a member on June 29, 2005.
The Audit Committee are entitled to responsibilities set out by the related charters and
regulations, rules, guidelines and operation manuals regarding audits of state-enterprises
, set out by the Ministry of Finance. They will report directly to the Board of Directors .
Composition of the Compensation Committee
1. Mr. Thosaporn Sirisumphand Chairman
2. Mr. Anucha Chansuriya* Director
3. Mr. Anusorn Tamajai Director
4. Mr. Ormsin Chivapruck Director
5. Mrs. Pranee Suwanawat Secretary
Remarks: * Mr. Anucha Chansuriya terminated his term on June 14, 2005.
The Compensation Committee are entitled to responsibilities of considering
compensations and benefits of the Board of Directors, as well as other related Committees
prior to submitting for consideration from the Ministry’s of Finance’s shareholders’ meeting.
Risk Management Committee consisting of
1. Mr. Surachai Pongpitaksopon Chairman
2. THP’s President Director
3. Senior Executive Vice President (System Development) Director
4. Senior Executive Vice President Director
(Marketing and Business Development)
5. Executive Vice President (Human Resources) Director
6. Executive Vice President (Finance and Accounting) Director
7. Executive Vice President (Operations) Director
8. Executive Vice President (Administration and Property Management) Director
9. Asst. Prof. Om Huvanandana Director
10. Mr. Suwan Damnernthong Director
11. Miss Chutarasa Kanchanasai Director
12. Mr. Chodechai Suwanaporn Director
13. Mr. Somboon Uamareewong Director
14. Mr. Wiruj Thanasest Director
15. Vice President (Internal Control and Risk Management Office) Director and Secretary
16. Assistant Chief of Risk Management Department Assistant to Secretary
Internal Control Committee consisting of
1. Mr. Anusorn Tamajai Chairman
2. Mr. Anucha Chansuriya Director
3. THP’s President Director
4. Senior Executive Vice President (System Development) Director
5. Senior Executive Vice President (Marketing and Business Director
Development)
6. Senior Executive Vice President (Finance and Accounting) Director
7. Senior Executive Vice President (Human Resources) Director
8. Executive Vice President (Administration and Property Management) Director
9. Executive Vice President (Operations) Director
10. Miss Chutarasa Kanchanasai Director
11. Vice President (Internal Audit Office) Director
12. Vice President (Internal Control and Risk Management Office) Director and
Secretary
13. Chief of Internal Control Department Assistant to Secretary
14. Assistant Chief of Internal Control Department Assistant to Secretary
On June 9, 2005, Risk Management Committee and Internal Control Committee were
repealed and the Internal Control and Risk Management Committee was set up in
replacement, which comprises:
1. Mr. Anusorn Tamajai Chairman
2. Mr. Anucha Chansuriya* Vice–Chairman
3. THP’s President Director
4. Senior Executive Vice President (Foreign Affairs) Director
5. Senior Executive Vice President (Marketing and Business Director
Development)
6. Senior Executive Vice President (Human Resources) Director
7. Executive Vice President (Finance and Accounting) Director
8. Senior Executive Vice President (Operations) Director
9. Executive Vice President (Administration and Property Management) Director
10. Executive Vice President (Information System) Director
11. Vice President (Internal Audit Office) Director
12. Miss Chutarasa Kanchanasai Director
13. Mrs. Sauwalak Kittiprapaf Director
14. Mr. Nipon Surapongrukchareon** Director
15. Asst. Prof. Phiphat Thaiarry Director
16. Mr. Chaiyuth Angsuwithaya** Director
17. Vice President (Internal Control and Risk Management Office) Director and
Secretary
18. Chief of Internal Control Department Assistant to Secretary
19. Assistant Chief of Risk Management Department Assistant to Secretary
Remarks: * Mr. Anucha Chansuriya terminated his term on August 25, 2005.
** Mr. Nipon Surapongrukchareon and Mr. Chaiyuth Angsuwithaya were elected
to be advisors of the Internal Control Committee and Risk Management Committee
on August 25, 2005.
The Internal Control and Risk Management Committee are entitled to responsibilities
of making studies, submitting proposals, mulling over structures/formats of the company’s
internal control and risk management, which shall possess standards not less than those
defined by the General Audit Committee and by the Ministry of Finance on rules and
guidelines for good corporate governance in state-enterprises, as well as on related
appraisal agreements. The Committee ensures that the internal control and risk
management can be put into practice, set out as policies, methods, guidelines or
regulations, making references both to the government’s and the company’s regulations
on internal control and risk management. It sets up control self-assessment applicable to
all work levels, including independent assessment, by coordinating with the Audit
Committee creating processes of learning to ensure realization and importance are
attributable to internal control and risk management. It supports responsible sectors in view
of increasing efficiency and effectiveness. It reports results to the Board of Directors, Audit
Committee, and Ministry of Finance, General Audit Committee or other related units within
a pre-assigned period.
Internal Control and Risk Management System
THP realizes the importance of the internal control and risk management, as a way to
control financial matters, operation and work monitoring. In response to this, THP has
updated its present system to be more efficient and effective. It assigns the Audit
Committees’ advisor to make feasibility study with the Internal Audit Office in respect of
streamlining its structure, making up of manuals that meet international standards, and
human resource development. The Audit Committee’s advisor was assigned to offer
trainings to the internal control staff, making sure they are knowledgeable about principles
and internationally accepted audit methods, in order to increase efficiency and
effectiveness. Regarding auditing, reviewing of the monthly and quarterly financial
statements submitted by the management, the finance and accounting and staff involved to
consider the reports, impacts on the company’s revenue and expenses and making up of
Risk Management Manual Volume 1 (Principles Section). Also, there was a contract out to
advisors to study, analyze, design and set up risk management system for financial and
accounting matters in post offices. They are to set up strategies to be used in internal
control, plan assessment, and making up of manuals. They set up guidelines for
assessment and assessment forms for use in post offices. They make up operation
manuals to control expenses in departments/postal bureaus; manuals to control payment
on credit; manuals to control financial management in post offices. In addition, they collect
information from departments involved in replying to questionnaires on internal control, to
enable operation assessment directed by the Ministry of Finance. They make up reports
on good corporate governance, set up master plans on risk management B.E. 2004-2008,
as well as improve good corporate governance framework, ethics and codes of conduct.
They elect advisors for the Internal Control and Risk Management Committee, contracting
out of advisors to perform management in postal business plans for 2005. They set up
gauges for assessing operation performance, submitting of reports and formation of risk
management on financial and accounting matters in post offices. There is training on
“Control Self-Assessment”, lectured by lecturers from the Internal Audit Association of
Thailand. There are assessment of domestic EMS on a yearly basis, falling in July;
assessment for information system on a yearly basis, falling in November; and control self-
assessment in departments/postal bureaus twice a year, i.e. in April and October.
Report of the Board of Directors on Financial Statements
The Board of Directors is responsible for the company’s financial statements, and financial
information as indicated in the annual report, by disclosing their responsibility for financial
reports, those of the Audit Committee, together with those of the Auditor.
In addition, THP is entitled to making up of annual budgets, divided into investment and
operation budgets; the former being submitted for approval from the cabinet, while the latter
submitted to the cabinet for acknowledgement. The revenues received from its operation
are deemed the company’s revenues to be used for various expenses. The annual
revenues, after deduction of operation expenses, proper encumbered fees, are to be given
to the state’s coffers. If the gained revenues do not account for the expenses, outside the
reserve, and the company’s inability to furnish itself from other sources, the government will
be liable to resume necessary amounts.
Relationship with the investors (Government)
Given the country’s benefits, which have to gain the cabinet’s prior approval, the company
has performed as follows:
- borrowing, loaning, Over Draft (O/D) from banks more than 5 million baht for
issuance of government bonds or other written instruments for loan investments
with either personal or property warranty as well as a co-working or auxiliary with
other parties for the benefit of running a business, inclusive of a participation in
being a partnership or having shares in any partnerships or juristic persons.
- Sale of immovable property costing more than 1 million baht
- Regulating fees, rents, business Charges and others
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