Univanich Palm Oil Public Company Limited
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Corporate Governance

Before becoming a listed company in 2003, Univanich followed the Unilever Code of Corporate Governance. Since listing, the company has adopted the Stock Exchange of Thailand (SET) guidelines on Good Corporate Governance.

Disclosure of the company’s Code of Corporate Governance is included in the Annual SET Filings (Form 56-1), Annual Report (Form 56-2) and in the listing documents.

The 15 principles of Corporate Governance adopted by Univanich are as follows;

  1. Policy on corporate governance
    • Treat all shareholders and other stakeholders equally.
    • The Board of Directors must manage the Company with diligence and care and be fully responsible for their duties.
    • Support the management and employees to work with ethical conduct.
    • Set up an efficient organization structure with the delegation of decision-making authority to different levels to allow the correct planning, quick delegation and efficient supervision of the work.
    • Arrange for risk assessment from both internal and external sources through regular meetings between management and internal auditors to consider various risk factors that could affect the Company's operation and projections.

  2. Right and equality of shareholders

    In 2016, the Company organized an Annual General Meeting of shareholders at a venue in central Bangkok for shareholders convenience. Notice of the meeting was posted on the company’s website one month before the meeting and the company sent invitation letters to the shareholders at least seven days prior to the meeting date, in accordance with the Company’s Articles of Association, and also prepared the minutes of the meeting within 14 days after the meeting date. The minutes are filed and can be reviewed by shareholders on the company’s website.

  3. Right of other stakeholders

    The Company places great importance on the rights of various groups of stakeholders as follows:

    • Employees : The Company treats all its employees equally.
    • Trading partners : The Company establishes fair policy and operational procedures with its trading partners.
    • Creditors : The Company conforms with the terms and conditions of any loan.
    • Clients : The Company sells quality products to its clients at fair prices.
    • Competitors : The Company does not conduct business in a way that damages its competitors.
    • Society : The Company conducts business that does not negatively affect society or the environment.

  4. Shareholders' Meeting

    The Company emphasises the importance of selecting a convenient central location for shareholders’ meetings and posting the notice of the meeting on the company’s website one month before the meeting. The company will circulate the notice and agenda to all shareholders not less than seven days before the meeting. Every director and Independent Director will normally attend such meetings and the Chairman will allocate appropriate time and opportunity for shareholders to ask questions and express their view.

  5. Leadership and Vision

    The Board of Directors participates in establishing and approving the Company's policies including the business plan, and budgets. The Board constantly monitors the Company's progress according such business plan and budgets. This also involves assigning responsibility to Management to implement such policies efficiently in order to increase the enterprise's value and to generate expected returns to the shareholders, as well as to disclose accurate information to shareholders in a transparent and timely manner.

    Although the Board of Directors has delegated management authority to the Managing Director, the Board of Directors still retains the highest approval authority according to the Company's Articles of Association.

  6. Conflict of Interest

    The Company has implemented measures to prevent potential conflicts of interest. The Company will strictly comply with the SEC Act and SET rules and regulations. In any transactions in which directors, management or shareholders are persons whose personal interest may conflict with the Company's interest, such persons will not be eligible to vote approval of such transactions. Any such transactions will be conducted according to the Company's normal practice under which the market price will be regarded as a key benchmark and to be comparable to prices in transactions conducted with unrelated third parties.

    The Company publicly discloses its connected party transactions in order to safeguard investors' interests. Details can be found in the notes to the audited financial statements. These connected transactions also have to have Audit Committee approval regarding the necessity and reasonableness of the transactions.

    In order to prevent exploitation of inside information, the Company strictly prohibits its directors, management and employees from using any undisclosed inside information that can affect the share price. The Company shall seek litigation against any person who is found to use such inside information for personal benefit.

  7. Code of Best Practice

    The Company's directors comply with the code of best practice as set out by SET guidelines.

  8. Directors' Roles

    In 2016, eight directors of the Company are not members of the management team. Three of these eight directors are Independent Directors who make up the Audit Committee.

  9. Separation of Responsibilities

    Currently, the Chairman of the Board of Directors, Mr. Apirag Vanich, does not hold a management position in the Company. Although Mr. Apirag Vanich is a representative of the Vanich Group, the major shareholder, he is not the Managing Director. Therefore, there is added assurance that the company's management and policies are independent.

  10. Director and Management Remuneration

    Compensations and incentives provided to directors and management are comparable to other companies in the same industry and therefore, are justifiable.

    The Company agrees to disclose information concerning director and management remuneration according to the requirement from the SEC.

  11. The Board of Directors' Meeting

    The Company organises Board of Directors’ meeting at least once every three months. Invitations are sent out to all directors not less than seven days prior to the meeting, according to the Company’s Articles of Association. During 2016, the Company organized four Board of Directors’ meetings with directors’ participation as follows:

    Name Position 2016 Meeting Attended
    1. Mr. Apirag Vanich Chairman 4
    2. Mrs. Phortchana Manoch Director 4
    3. Ms. Kanchana Vanich Director 4
    4. Ms. Aungkhana Vanich * Director 4
    5. Dr. Prote Sosothikul Director 4
    6. Mr. John Clendon Director 4
    7. Mr. Palat Tittinutchanon Director 4
    8. Mr. Suchad Chiaranussati Chairman of Audit Committee 3
    9. Ms. Supapang Chanlongbutra Audit Committee 4
    10. Mr. Chong Toh Audit Committee 4

    *Ms. Aungkhana Vanich resigned from the Univanich Board of Directors on 15th November 2016

  12. Subcommittees of the Board

    In 2016 there were three Board Subcommittees

    Audit Committee:
    The Board created the Audit Committee on 29th July 2003. Members of the Audit Committee have tenure of three years. During 2015, the Audit Committee has conducted four meetings to consider the implementation of the Company’s Internal Audit system.
    Strategic Planning Subcommittee:
    On 13th November 2004 the Board created the Strategic Planning Subcommittee to consider the Company’s’ longterm growth options, the Company’s Long Term Plan, and other long-term strategic issues including the succession of senior management.
    Nominating and Remuneration Subcommittee:
    On 11th August 2005 the Board created the Nominating and Remuneration Subcommittee to review and recommend to the Board the framework of senior management appointment and remuneration, and to ensure that there is a succession plan.
  13. Internal Control System and Internal Audit

    The Company set up an internal audit system on 29th July 2003 to be supervised by the Audit Committee. This team may include an internal audit firm employed by the company from time to time to help set up and monitor the internal control system.

  14. Report of the Board of Directors

    The Board of Directors appointed the Audit Committee for the purpose of seeking opinions regarding the necessity and reasonableness of connected transactions, which were certified and documented in the notes of the financial statement. In the case where the Audit Committee cannot or does not have the capability to assess transactions in a reasonable manner, the Company will be responsible for finding an independent specialist to provide opinions on the transaction on the Audit Committee’s behalf in order to provide the Board of Directors and shareholders with the best information for their consideration.

  15. Investor Relations

    In compliance with SEC requirements, the Company has provided sufficient information in the filing report and prospectus. The Company will continue to disclose relevant information to the public in a timely and correct manner with respect to the SEC and SET regulations. The Company has appointed the Managing Director and the Commercial Manager as the persons responsible for investor relations affairs.

Internal Control

Under the management of Unilever PLC, during the years 1983 - 1998, the company established systems of internal controls which were periodically reviewed by Unilever’s Internal Audit Department. In 2003 the company established its own Internal Audit function, reporting to the Audit Committee which comprises three Independent Directors.

During 2004 - 2005, in order to further develop the Company’s internal audit skills the Audit Committee appointed BDO Richfield Ltd, of Bangkok, to carry out risk assessments and audits of key business activities.

During 2010 - 2016, the Audit Committee appointed KPMG Phoomchai Business Advisory Ltd., to develop an internal audit plan based on the results of risk assessment and conducting the internal audit execution of key business activities. Details of current internal audit activities are recorded in the Report of the Audit Committee Chairman.

Governance for subsidiaries

In order to manage and monitor the company’s overseas subsidiaries, the Board of Directors has appointed representatives to be directors in these subsidiaries, as shown below:

Name Position
Univanich
Palm Oil PCL
(Thailand)
Univanich
Agribusiness
Corporation
(Philippines)
Univanich
Carmen Palm Oil
Corporation
(Philippines)
1. Mr. Apirag Vanich Chairman Chairman Director
2. Mrs. Phortchana Manoch Director
3. Ms. Kanchana Vanich Director
4. Ms. Aungkhana Vanich * Director
5. Dr. Prote Sosothikul Director
6. Mr. John Clendon Director Director Director
7. Mr. Palat Tittinutchanon Director Director
8. Mr. Suchad Chiaranussati Chairman of Audit Committee
9. Ms. Supapang Chanlongbutra Audit Committee
10. Mr. Chong Toh Audit Committee

*Ms. Aungkhana Vanich resigned from the Univanich Board of Directors on 15th November 2016

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