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;
In 2017, 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.
The Company places great importance on the rights of various groups of stakeholders as follows:
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.
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.
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.
The Company’s directors comply with the code of best practice as set out by SET guidelines.
In 2017 , 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.
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.
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.
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 2017, 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. Mrs.Chantip Vanich*||Director||-|
|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.Pramoad Phornprapha**||Audit Committee||1|
*Mrs. Chantip Vanich was appointed to the Board of Directors on 10th November 2017 to take the place of Ms. Aungkhana Vanich who resigned on 14 th November 2016
** Mr. Pramoad Phornprapha was appointed as an Independent Director on 30th September 2017 to take the place of Mr. Chong Toh who resigned on 29 th September 2017
In 2017 there were three Board Subcommittees
The Company set up an internal audit system on 29 th 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.
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.
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.
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 - 2017, 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.
In order to manage and monitor the company’s oversea subsidiaries, the Board of Directors has appointed representatives to be directors in these subsidiaries as shown below :
Palm Oil PCL
Carmen Palm Oil
|1. Mr. Apirag Vanich||Chairman||Chairman||Director|
|2. Mrs. Phortchana Manoch||Director|
|3. Ms. Kanchana Vanich||Director|
|4. Mrs.Chantip 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.Pramoad Phornprapha**||Audit Committee|
*Mrs. Chantip Vanich was appointed to the Univanich Board of Directors on 10th November 2017 to take the place of Ms. Aungkhana Vanich who resigned on 14 th November 2016
** Mr. Pramoad Phornprapha was appointed as an Independent Director on 30th September 2017 to take the place of Mr. Chong Toh who resigned on 29 thSeptember 2017