strongly believes that good corporate governance principles and system will ensure the company’s effective, transparent and accountable management and raise the level of credibility and confidence in the company as perceived by shareholders, investors, stakeholders and related parties. Corporate governance also promotes sustainable growth, which will contribute to the company’s success, and enable the company to achieve its ultimate goal of rendering the most optimized value to shareholders.
The company’s Board of Directors thus sets corporate governance policy in line with the Stock Exchange of Thailand’s code of best practices and is in charge of enforcing strict compliance to corporate governance policy, and periodically adjusting the policy to suit circumstances and meet shareholders’ expectations, ensuring shareholders’ interests are well protected.
The current corporate governance policy has received the consent of the Board of Directors and was first announced on November 10, 2006. It is set that the policy be revised annually to comply with the code of best practices for listed companies introduced in 2012 by the Stock Exchange of Thailand. The latest edition of the policy was released on November 8, 2013, and announced to all employees for acknowledgement and strict adherence.
Communication of the corporate governance policy
The well recognizes the practice of corporate governance to coincide with the company’s vision and commitment. As a main factor that drives operations is the employees of the company and subsidiaries, the policy has been communicated to employees by publicizing through the internal website and publishing ‘Nation’s Way’ as a handbook for employees in addition to information in the website to follow the procedure in their operations. Management has closely monitored and ensured that all aspects of the policies have been put into practice. In addition, in order to develop understanding with all stakeholders, the company has publicized good corporate governance principles through the company’s website for interested persons and investors’ acknowledgement. If any shareholder would like to receive a copy of the aforementioned policies, please contact the corporate secretary and fill in the document request form which will be delivered with the annual report in order to develop understanding on the company’s good corporate governance.
Monitoring of the practice of corporate governance policy
From the determination to continuously improve the company’s good governance since good corporate governance policy was first introduced in 2006, the evaluation result for the organizing of the ordinary shareholders’ meeting has been increasingly outstanding in successive years, as follows:
- According to the evaluation results for the listed companies’ good corporate governance for the year 2014, evaluated by the Thai Institute of Directors (IOD), the company was graded a “very good” level (4 stars), based on its reports publicized through the Stock Exchange of Thailand’s media channels and its other publications.
- According to the evaluation results for the organizing of the Annual General Meeting for the year 2014, evaluated by the Thai Investors Association, the Thai Listed Companies Association, the Securities and Exchange Commission, and the Stock Exchange of Thailand, the company was rated an “excellent and exemplary” and was one of 32 listed companies out of 528 participating companies receiving complete 100 scores. The company has been rated at an excellent level for four consecutive years. The company also received the “Investors’ Choice Award” on September 25, 2014.
In 2014, the company’s corporate governance principles covered five areas, namely:
1. Rights of shareholders
2. Equitable treatment of shareholders
3. Role of stakeholders
4. Information disclosure and transparency policies
5. Board of Directors’ responsibilities
Rights of shareholders
The company realizes that the shareholders are entitled to the company’s ownership right. Shareholders control the management by appointing the company’s Board of Directors to act and make key decisions for them as stated in the corporate governance principles. The company values and respects the shareholders’ rights by adhering to the principles regulated by law.
The company has a policy to treat every shareholder with equality. Realizing that the shareholders are entitled to the rights to receive sufficient and timely information of the company and the company protects the interests of the shareholders more than what is required by the law, the Investor Relations Division was set up to provide information and respond to enquiries. The website: www.nationgroup.com publicizes the company’s information for shareholders and investors both in Thai and English. The information provided includes the latest information and an investor’s newsletter. Apart from that, the company organizes shareholders’ meetings at least four times a year according to the Stock Exchange of Thailand’s arranged timetable for shareholders to inquire, request explanations and express their opinions with equality
Shareholders’ Meetings
Organizing Shareholders’ Meetings
The Board of Directors has recognized the importance of holding the Annual General Meeting to allow shareholders to acknowledge the company’s performance, jointly make decisions on significant company matters and inspect operations managed by the Board and management. The company organizes the Annual General Meeting in line with the law and guidelines as suggested in the AGM Checklist manual, published by the Thai Investors Association, the Thai Listed Companies Association, the Securities and Exchange Commission and the Stock Exchange of Thailand.
In 2014, the company organized the Annual General Meeting of Shareholders for the year 2014 on April 4, 2014 at the Ballroom, 5th Fl. S31 Sukhumvit Hotel at 14.00 with registration from 12.00. Nine directors and 425 shareholders and shareholders’ representatives attended the meeting, representing shareholdings of 1,396,491,328 shares or 42.27 percent of the 3,304,001,570 total issued shares. The meeting was held in accordance with accepted standards and the requirements of the law, as follows:
Prior to the General Meeting of Shareholders
The company posted the meeting invitation letter with complete information on the company’s website 30 days prior to the meeting date. It has appointed Thailand Securities Depository Co., Ltd. to serve as the company’s registrar, to circulate meeting invitation letters to the shareholders. The meeting invitation letter provided details on agenda, facts and reasons, the Board of Director’s views on each item of the agenda, previous meeting reports, annual reports, related documents required for the consideration of each agenda item, clarification of procedures, information on the Independent Directors, regulations on the shareholders’ meeting, map of the meeting venue, reply form and authorization documents as specified by the Ministry of Commerce. The meeting invitation letters were circulated to the shareholders about 21 days prior to the meeting date and announced in the newspaper for three consecutive days and at least three days prior to the meeting date. The company allowed shareholders with minor stakes to propose general meeting agenda and nominate the director candidates, as well as send questions for the annual general meeting in advance through the www.set.or.th or www.nationgroup.com website. No candidates were proposed for the Board of Directors and no additional agenda were proposed.
The company reported the results of shareholders’ exercise of right to nominate directors candidates and to propose the general meeting agenda on the company’s website on February 3, 2014.
The company also asked the shareholders to send questions for the annual general meeting of the year 2014 in advance through the company’s website or fax number 0-2338-3938 and 0-2338-3334 ext. 3291 from March 7-20, 2013 so that the Board of Directors and management team could arrange for explanations at the meeting. No questions were sent in advance.
The General Meeting of Shareholders
The company set the meeting date and venue that were convenient for attendees and assigned staff to take care of shareholders from the registration process to the meeting attendance process, and presented souvenirs to participating shareholders. Meeting registration could be made from one hour in advance of the meeting until the meeting had concluded. Auditors from KPMG Poomchai Audit Co., Ltd. and law consultant firm Thanathip & Partners Co., Ltd. attended the meeting to hear opinions, answer shareholders’ questions and observe the vote counting procedure. All shareholders’ meetings were chaired by the Chairman of the Board of Directors.
Prior to the meeting, the company informed shareholders of the rules and regulations for the meeting including the vote casting procedure, vote counting and ballot instruction to the assembly. The Chairman allowed the shareholders to inquire and express their opinions openly and assigned the President and Executive Directors to answer the inquiries. Summaries of questions from the shareholders and explanations as well as the other relevant details were recorded in the minutes.
The company used a barcode system to register attendees and count votes for each agenda item. On the agenda of appointing the company’s directors, the company allowed the shareholders to cast votes for directors individually and recorded procedures of vote casting, vote counting and the meeting’s consensus. Votes were classified into ‘in agreement’, ‘not in agreement’ and ‘refrain from voting’. Vote casting was made by ballot to enable possible inspection in future.
The company proposes payment for directors for approval every year. Information proposed to the shareholders for acknowledgement and approval includes payment for each director with comparison with the preceding year, clearly stated policies and criteria relating to specifications of payments for directors.
The company suggested that the shareholders who were unable to attend the meeting assigned authority to Mr. Chaveng Chariyapisuthi, an Independent Director and Audit Committee Member, who has no benefit in issues being considered to represent and cast votes for them. The company enclosed a proxy form, in which the shareholders can specify their vote for each agenda item, with the meeting invitation letter.
After the General Meeting of Shareholders
The minutes of the meeting, with details of vote casting and the shareholders’ inquiries for each item in the agenda, was submitted to the Stock Exchange of Thailand within 14 days and also publicized on the company’s website. The company was assessed on the quality of the Annual General Meeting (AGM) by the Thai Investors Association, together with the Thai Listed Companies Association and the Securities and Exchange Commission, as “excellent and exemplary” level.
Equitable treatment of shareholders
The Board of Directors has regularly controlled and checked up on the company’s corporate governance structure to ensure equitable treatment for all shareholders, including those with small shareholdings and overseas shareholders, as well as to ensure that the caretaking process is neither complicated nor incurring unnecessarily high costs. The shareholders have the right to participate in decision making and acknowledging the company’s decision on important circumstances as stipulated by law or the company’s regulations.
• In the shareholders’ meeting the company has a policy to uphold the equal right of every shareholder. No item shall be included in the agenda and no important information shall be exchanged if it’s not informed to the shareholders in advance. Moreover, no document containing additional important information shall be provided in the meeting, to ensure the shareholders have sufficient time to make decisions.
• All shareholders have a right to vote as per the number of shares one holds. Each share counts for 1 vote and there is no special voting right.
• Shareholders with 1 share and above can propose to add agenda items for the general meeting in 2014 as well as nominate a person with appropriate qualifications to sit in the Board of Directors from November 22, 2013 - January 31, 2014. The company shall make available the information through the Stock Exchange of Thailand’s information channel and the company’s website with transparent steps and procedures in line with the extra procedure on rights of small shares shareholders. However, in 2014 there are no additional proposed agenda or Board of Directors nominations.
• Shareholders who are unable to attend the meeting may authorize an independent director who has no conflict of interest with the meeting agenda to attend and cast the ballot. Moreover, shareholders can download the proxy form from the company’s website.
• No transactions shall be mutually made with any joint-venture or related companies, as it may lead to significant conflicts of interest.
Role of Stakeholders
Apart from caretaking and ensuring the shareholders’ rights, the Board of Directors has set a policy to take care of all stakeholders, not only concerning the impact of the business operations, but also on the community. The rights of stakeholders are protected in compliance with relevant laws. The Board of Directors approved the establishment of a procedure to foster cooperation between stakeholders and the company to enhance wealth, financial strength and sustainable business for the company.
In supervising the company’s business, stakeholders are classified into several groups as employees, customers, shareholders, investors, trading partners, creditors, trade competitors, society, government agencies, neighboring communities and independent auditors. The Board of Directors has maintained a policy to protect the rights of each group of stakeholders in accordance with related laws or agreements stakeholders have made with the company, and has aimed to boost cooperation between stakeholders and the company to ensure more productive performance and sustainable growth by disclosing relevant and sufficient information. Hence, the Board of Directors set organizational ethics covering various areas on November 10, 2006 and lately reviewed them on February 13, 2015. There were some changes to bring them up to date including the determination of the anti-corruption policy and adjustment of the complaints receiving process. (Nation Multimedia Group Public Company Limited’s ethical guidelines can be viewed at www.nationgroup.com)
Ethics of Nation Group’s Directors, Management and Employees consist of:
Ethics on business operation
Business operation guidelines
Nation Multimedia Group Public Company Limited was established in 1971 as Thailand’s first English-language newspaper managed by Thais. Over the years, the company has remained committed to growing alongside Thai society and performing its media duties with objectivity and credibility, and has a strong determination to drive Thailand towards a knowledge-based society. Today, the company has become one of Thailand’s fully-integrated media organizations, with a commitment to perform its duties as a good, creative and dependable media organization under good corporate governance to serve Thai society in the years to come.
Anti-Corruption Policy
The company has a policy to operate its business with honesty and professional media ethics, as well as demonstrate a keen sense of social responsibility and the best interests of all groups of stakeholders in accordance with its corporate governance policy, ethical guidelines and Code of Conduct. The company therefore has outlined its “Anti-Corruption Policy,” which has been approved by the Board of Directors, as clear guidelines to operate the business and develop a sustainable organization, as follows:
1. Nation Group’s directors, management and employees are prohibited from conducting or accepting every type of corruption both in direct or indirect manner including receiving complimentary items or gifts, joining entertainment or hospitality activities, granting financial aid or donations and other forms of benefits from those doing business with the company.
2.The implementation of the Anti-Corruption Policy covers Nation Group’s employees, customers and all groups of stakeholders, both in Thailand and abroad. The Policy is reviewed at least once a year in order to accord with business changes, regulations, standards, and laws. Risk assessment in corruption in the organization is also reviewed every year.
3.Operations relating to the Anti-Corruption Policy must be in line with the guidelines stated in the Nation Group’s Corporate Governance Policy and ethical guidelines, related regulations and operation manual, as well as additional guidelines that will be further stipulated by the company.
4.To focus attention on processes which incur a high risk of corruption, Nation Group’s directors, management and employees at all levels must conform carefully in the following courses of action:
4.1 Entertainment and hospitality, gifts Offering gifts or entertainment and hospitality activities must be in compliance with Nation Group’s ethical guidelines and Code of Conduct.
4.2 Charitable contributions or aid
Granting contributions or receiving aid must be transparent and in compliance with stipulated laws by confirming that such transactions shall not be claimed as an act of bribery.
4.3 Business relations and procurement process
All types of bribery or illegal payments are prohibited in business transactions, whether they are made with suppliers, contract parties or government agencies. Such transactions must be processed transparently and in compliance with related laws and regulation.
Roles and Responsibilities
1. The Board of Directors is responsible for determining policy, monitoring, and forming an effective system supporting Anti-Corruption activities in order to affirm that the Management Team is seriously concerned with, emphasizes, and cultivates an Anti-Corruption mindset as part of the company’s culture.
2. The Audit Committee is responsible for revision of financial and accounting reports, internal control, internal audit, and risk management to ensure such operations are concise, appropriate, effective, and in conformity with global standards.
3. Presidents and the Management are responsible for determining the Anti-Corruption system, promoting, and encouraging an Anti-Corruption culture. This also includes revision of the system or regulations in order to best suit business changes, regulations, standards, and laws.
4. The Internal Audit Director is responsible for auditing, assessment, and evaluations in business transactions to ensure they are accurate and in compliance with guidelines, Approval Authority, standards, laws, and policies are monitored in order to assure that the internal controls are sufficient and suitable for probable risk in corruption. This shall be directly reported to the Audit Committee.
Anti-Corruption Guidelines
1. Nation Group’s Board of Directors, the Management Team and staff at all levels must follow the company’s Anti-Corruption Policy and Code of Conduct by avoiding involvement in any course of corruption, either directly or indirectly.
2. Nation Group’s staff shall not be negligent in any corruption conditions involved directly with the company. All staff must notify such acts to supervisors or responsible persons, and collaborate in any investigation. Any queries or questions are needed to be consulted by the supervisor or a responsible person who monitors the compliance of ethical guidelines provided in particular channels.
3. The company shall provide fairness and safeguard staff who deny involvement in or inform of corruption cases relating to the company by applying Protection Policy for appellants or persons who provide Anti-Corruption information as stated in the ethical guidelines number 4 – Complaints and Comments Submissions.
4. A person who commits an act of corruption is considered to be in misconduct according to the Nation Group’s ethical guidelines. This means such person will be subject to disciplinary action. Convictions may be applied in cases that violate the law.
5. The company realizes the importance of dissemination, knowledge sharing, and communications with other people who are involved in or affect the company so that those parties shall conform to Anti-Corruption guidelines.
6. The company strives to develop personnel with public consciousness, create good citizens for society and country, and sustain an organizational culture that rejects corruption as unacceptable in every type of business transaction when dealing with both public and private sectors.
Dissemination of the Anti-Corruption Policy
Nation Group disseminates its Anti-Corruption Policy to its staff and stakeholders through the internet system, e-mail and the wwww.nationgroup.com website. In the past year, it was found that:
1. There were no reports of corruption / ethical misconduct.
2. The company successfully maintained its good reputation with efficient supervision of corporate governance by the Board of Directors.
3.None of the Board of Directors resigned as a result of corporate governance matters.
Ethical Responsibilities
Ethics on responsibilities to the media profession (the “Nation Way”)
Since its establishment, the company has strictly observed the code of conduct of the media profession. This is a major reason why the company’s media and staff have earned credibility and trust from society in spite of some difficult periods when there were political pressures. The company’s staff perform their duty as a credible media organization, closely and consistently adhering to principles.
The “Nation Way” code of conduct was drafted as professional guidelines for the Group’s editorial staff at every level. The content covers the basic ethical standard for “news crews” at every level as well as how they behave in public, both on-duty and off-duty. The Group’s news staff at every level shall strictly observe the following principles without any exceptions so that we can continue to maintain the credibility and trust of society.
“Nation Way” Code of Conduct is categorized as follows:
1 Ethical requirements of the media professionals
2 Ethics of Nation Group’s media
3 Responsibilities to the readers, listeners and audience.
4 Commitment to the media profession and organization
5 Guidelines for news reporting and desirable behavior with the sources
6 Special privileges and conflicts of interest
7 Guidelines for participating in political and social activities
8 Guidelines for the advertisement, marketing and sale departments.
9 Guidelines for copyright and freelancing jobs
10 Guidelines for reporters in various beats
11 Guidelines for mistakes recovery
12 Guidelines for reporting the company’s activities
13 Guidelines and ethics on Nation Social Media
The company has measures to prevent problems from libel and defamation charges arising from news reports by providing training courses for staff in the news department to keep them informed of the news reporting guidelines, undesirable statements and pictures. The company has also reinforced the parties involved to perform accordingly.
Ethics on responsibilities to shareholders
The company determines to act in a trustworthy manner and ensure the best interests of the shareholders by placing high priority on steady corporate growth and sustainable returns. The company shall operate in a transparent manner, ethically and within the framework of the law and the company’s corporate governance policy, and with a credible accounting system. The company’s Investor Relations Division was set up to communicate with investors and shareholders who would like to make inquiries and seek explanations on related issues.
In 2014, the company’s performance improved, registering a net profit of Bt155.43 million as of December 31, 2014 in the separate financial statements.
Ethics on relations to customers
The company determines to ensure that the customers and public shall be satisfied with the company’s quality products and services with reasonable prices. Besides, the company determines to continuously and seriously enhance its standards as well as maintain this positive and sustainable relationship with the customers.
Emphasizing customer satisfaction, the company consistently organizes a series of activities to relate with each customer segment, such as printed media subscribers which account for a large segment of the company’s total customers. The company places importance on customers’ opinions of group products. Questionnaires were sent to survey the customers’ opinions in terms of content and format. Invitations were made for the customers to participate in various activities such as academic seminars, booth fairs, lucky draws and other events such as rallies, the Kom Chad Luek awards, Nation cycling events and “Nation Hole in One,” which has now been organized for more than eight consecutive years.
Ethics on responsibilities to employees
The company realizes that human resources are the most valuable asset that drives the organization to success. The company is committed to develop the quality of employees as well as enhance the corporate culture, promote employees’ physical and mental health, ensure a positive work environment, promote team work to build up the employees’ confidence, encourage the election of staff representatives to get actively involved in managing staff welfare as stipulated by the law. Furthermore, the company facilitated the setting up of a “Thai Mass Media Labour Union” according to the Labor Relations Act B.E. 2518 to protect the interests of the employees and promote good relations between the employees and the employers as well as among the employees themselves. Additional activities involving the employees include, for example, monthly alms giving for the executives and the employees, New Year’s celebration and activities of employees’ clubs, such as volunteer for rural development camps, music club, sports clubs, etc.
In terms of employee welfare, the company has paid great attention to labour welfare, implementing appropriate wages and a welfare system based on the employees’ competitiveness in the labour market, growth prospect of career paths, capability and living costs. In addition to wages, employees are entitled to welfare covering leave, provident fund, child allowances, emergency loans, uniform and health expenses, allowances and travel costs. The company has determined labour and human rights practices to be in accordance with international practices and standards on labour and human rights, as well as facilitated the establishment of an employees’ labour committee and union. The company also provides employees with opportunities to express opinions and lodge complaints on different matters to the company. Furthermore, the company has emphasized prevention of accidents and announced measures to provide assistance to employees in the event of accidents, by offering employees at all levels life insurance and health care services consistently, as follows:
1. Provide life insurance (accident and life group insurance for employees at all levels)
2. Provide annual medical check-up (conducted by doctors and nurses from hospitals)
3. Provide annual vaccinations such as influenza vaccinations
4. Provide monetary assistance to employees receiving treatment at hospitals
5. Provide monetary assistance in the event of the death of employees’ parents, spouses, children or the employees themselves.
In terms of safety and hygiene in the workplace, the company has continuously organized training and launched campaigns to raise employees’ awareness on maintaining a safe workplace for life and property. Throughout the year 2014, there were no reports of accidents or medical leave during operating hours as most operations were performed at the office. The company has recognized the importance of the work place, and has constantly maintained working equipment and tools as well as the establishment so that they are always ready to be in service and safe.
In terms of human resources development, the company has concentrated on upgrading employee capability at all levels by organizing internal training courses and external training courses with other institutes or agencies, enabling them to use the acquired knowledge to improve working efficiency. The company has organized training courses in conformity with the Skill Development Promotion Act B.E.2545, stipulating that any company with over 100 employees must organize training courses for employees in the ratio of 50% of the total number of its employees, and apply for training courses certification to the Department of Skill Development. The company strictly follows the Act when it comes to holding training courses for its employees.
In 2014, the company held training courses for 51% of its employees, with in-house training representing 95% and external training with other institutes or agencies accounting for 5%.
In terms of anti-corruption training, the company is well aware of the importance of operating and managing business with integrity and transparency, which will promote sustainable growth and advancement for the company alongside society and the nation. The company has published a code of conduct to provide guidelines for the Board of Directors, the management, and employees on how to work with integrity and morality, counter corruption and omit practices that may lead to corruption such as by refusing to receive high-value gifts. The anti-corruption concept is introduced to employees in the orientation program and is constantly emphasized to employees by the management and supervisors at all levels throughout their employment period.
Compensation and welfare
The company has hired an HR consulting firm to study the company’s compensation and welfare policy as well as succession planning in order to raise the employees’ capability and to be fair and transparent in managing its people. The company has started to adopt IFRS regarding the employees’ welfare after their retirement, beginning in 2011, and sourced specialists in statistics to calculate appropriate welfare levels for retired employees so as to propose to the company’s Board of Directors for approval and to adjust the 2014 budget.
To provide financial security to employees who may leave the company or retire, the company has set up a provident fund which accumulates a certain percentage of the employee’s salary together with the company’s joint fund and the return on investment.
Human Rights
The company has set guidelines in business ethics that all the employees will be treated with respect, prestige and humanity. The employees must not perform any act of legal injury, threats against other employees of different nationality, sexes, religions, ages or physical or mental handicap.
During the past year, there have been no disputes between the company and its employees. The company has received cooperation from the labor union in providing information and building strong understanding among the employees and the company.
Ethics on relations with trade partners
The company realizes the importance of equality and honesty in business practice as well as the mutual benefits with trade partners. The company strictly abides by law and regulations as well as good business ethics. In regards to the competition, the company adheres to the rules of fair competition and in regards to loans and repayment and trading partners, the company adheres to good practice and fair treatment respectively. The company’s guidelines in this respect are as follows:
1. Directors, executives and employees of the company shall not receive, claim or accept offers for benefits that are not in accordance with standard trade practices.
2. Act in strict compliance with the law and regulations.
3. Evaluate and select trade partners using standardized criteria.
4. Strictly follow the conditions concerning trade partners. In the event that the company is unable to follow such conditions, the partner should be informed in advance in order to consider appropriate solutions.
5. Provide accurate and correct information.
6. Support and cooperate with trade partners in the production of high-quality standardized products.
7. Support and cooperate with trade partners in the production of new products and services in order to answer changing customer preferences.
8. Safeguard the confidentiality of trade partners and do not use information for self benefit or the benefit of other parties.
The company always takes relations with trade partners into consideration, such as cooperation with trade partners to provide delivery and distribution services of printed materials by NML which is one of the company’s subsidiaries and to utilize each department’s resources to the optimum.
In the year under review, the company had no disputes relating to trade partners, competitors, trade creditors or financial institutions.
The company has set selection criteria for new partners as follows:
1. Have the ability to demonstrate a reliable financial background and potential to grow in the long run.
2. Have the ability to produce or distribute quality products according to the company’s requirements and allow the company to conduct tests on product quality.
3. Have the ability to support the company in terms of sales promotions and after-sales services provided to customers.
Ethics on relations with trade competitors
The company adheres to ethical rules of business, best practices and fairness in regard to competitors, as follows:
1. Comply with the accepted rules of good competition.
2. Refrain from untruthfully discrediting competitors and avoid dishonest methods to damage competitors.
3. Refrain from sourcing the confidential information of competitors through dishonest or inappropriate means, such as the rates of remuneration of a competitor’s employees, etc.
During the year under review, the company did not have any disputes relating to trade competitors.
Ethics on relations with creditors
The company recognizes the importance of equality and honesty in dealing with creditors. To strictly follow loan contracts made with the banks and financial institutions and to meet repayments due on products and services, as well as capital and interest payments, the company has established guidelines as follows:
1. Strictly follows terms and conditions stated in loan agreements made with creditors, both in terms of repayment and collateral, and must not use the loan for purposes other than those stated in agreements.
2. Report the company’s financial status that is actual and accurate to creditors honestly.
3. Report to creditors in advance in the event that the company fails to follow the obligations stated in agreements in order to jointly seek solutions with creditors.
The company has received syndicated loans from several banks which have long business relations with the company and ranked the company as a top-rated customer which has thoroughly followed the terms and conditions of its loan contracts.
In the year under review, the company had no disputes relating to creditors and financial institutions.
Ethics on social responsibility and environment
The company has raised employee awareness on conserving the environment and using resources in the most efficient manner through its internal communication process. It has also encouraged employees to take part in a campaign to reduce global warming by changing their behaviors to reduce energy consumption, join in 5S activities, and other activities concerning conservation of the environment, natural resources and energy held by the company. On September 11, 2014, the company invited a speaker from the Thaipat Institute to provide training for concerned managers and employees on the topic “CSR Report”.
As a news content producer and distributor to various media, the company shares national concerns over the quality of life and the information consumption of Thais. Therefore, the company has a mission to present quality and useful news to society and the public. The company also participates in efforts to improve the living standard of Thai society. As a business operator in Thailand, the company cares about the environment. In 2014, the company was involved in almost all aspects of community service activities (details as stated in Social Contribution Activities in the Annual Report (56-2)).
As a media company, our staff have not only constantly communicated and listened to the stakeholders’ comments and suggestions through various social and business functions, but the management and directors also have opportunities to meet with stakeholders on a regular basis. Furthermore, the company’s call centre is always available to take complaints and is ready to solve any dissatisfactions should they arise. The company has constantly responded to such complaints and suggestions.
Complaints and suggestions
The company encourages its management and employees to conduct business with integrity, transparency, fairness and accountability in accordance with good corporate governance and the company’s code of business ethics. As part of this policy, the company provides channels for comments, complaints and suggestions from the company’s employees and all groups of stakeholders. Complaints and suggestions concerning various issues can be made to the Audit Committee or the company’s Internal Control Department via E-mail audit_nmg@nationgroup.com or by mail to the company at Nation Multimedia Group Public Company Limited 1858/118-119, 121-122, 124-130, 28th Floor, Bangna-Trad Road, Bangna, Bangkok 10260.
Operation procedures after receiving complaints
• The Internal Audit Department will consolidate complaints and launch initial inspections. If the complaints are found to be grounded, they will be forwarded to the Board of Directors, which will set up a fact-finding committee, with the Human Resources Department acting as the committee’s secretary. The committee will subsequently present its findings, together with measures against wrongdoers, to the Board of Directors, the Internal Audit Department Manager and the Audit Committee.
• The Audit Committee will provide fairness and safeguard complainants, those in charge of receiving complaints, those who are the subject of complaints and those relating the fact-finding operation by applying protection measures. All involved information will be kept confidential and disclosed only where necessary, with the safety and possible damages to concerned parties taken into consideration.
Information disclosure and transparency policies
The Board of Directors ensures that the company provides its information including financial reports and non financial reports in a manner that is accurate, complete, timely and transparent through easy-to-access channels to the interested parties on an equal and reliable footing.
To observe the corporate governance principles, the company requires the directors and management to report any changes of their securities holdings to the Securities and Exchange Commission and the Stock Exchange of Thailand as well as provide the copies thereof to the company’s secretary. The company’s secretary will provide for the document to be forwarded to the directors and the management in November so that they can update their information thereof. Then, the secretary will collect the shareholding reports to present to the Board of Directors at least once a year.
The company recognizes the importance of preserving confidential data and/or internal information, and the company has issued a ‘corporate supervision policy’, which prohibits anyone in the company’s management or internal agencies who have access to any inside information from disclosing such information to outside parties or non-related persons, except in the case that the disclosure was meant to benefit the company’s operations. They shall be barred from buying, selling, transferring, or accepting the company’s securities by using the company’s confidential data and/or inside information in a manner to cause harm to the company either directly or indirectly.
In the past year, the company has disclosed the company’s financial reports and non financial reports accurately, completely, timely, in a transparent manner and in accordance with the requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand through the information disclosure channels of the Stock Exchange of Thailand and the company’s website. The company fully complied with the Securities and Exchange Commission and the Stock Exchange of Thailand’s requirements on the disclosure of information over the past year.
The company’s annual report 2014 provides the following information:
1. Vision, mission and values of the organization
2. List of directors as well as their work and educational backgrounds, their family relationship with the management, their service in other listed companies and their holding of the company’s securities
3. Shareholders’ structure
4. Risk factors
5. Corporate Governance Report
6. Directors’ remuneration and number of the board meeting’s attendance
7. Board of Directors’ performance in the past year and the training record of the board
8. Audit Committee’s performance in the past year
9. Remuneration policy for directors and high-level management
10. The remuneration for service in the Board of Directors and other assignments for the company and its subsidiaries
11. Annual report of the Audit Committee
12. The Board’s accountability report to the financial statements with the required content, endorsed by the Chairman of the Board and President
13. Explanation and analysis of the financial status of the management
14. Accurate and complete financial statements in accordance with accounting standards
15. Financial statements and operating results
The company has disclosed the following information at www.nationgroup.com
1. Roles, duties and responsibilities of the directors, sub-committee, Chairman and President
2. List of related transactions
3. Business ethics and Code of Conduct
4. Corporate Governance Policy
5. Audit Committee’s charter
6. Internal Audit Committee’s charter
7. Quarterly and annual financial statements
8. Annual report
9. Human Resource Management Policy
10. Conflicts of Interest Policy
11. Internal Auditing
12. Company Regulations
13. Anti-corruption Policy
Investor Relations Section
The Investor Relations section is responsible for communicating with the shareholders, institutional investors, and analysts in an equal and fair manner. The investor relations section answers queries related to the company’s and its operations for investors through the company’s website, by telephone or via other channels. The company facilitated the distribution of important information by organizing and participating in the following activities in 2014:
• The company held an investors’ meeting on the topic “Digital TV and Directions of Nation Group in 2014” on January 15, 2014 at Meeting Room A, 27th Fl., Interlink Tower (formerly Nation Tower). Attended SET Opportunity Day organized by the Stock Exchange of Thailand three times on June 4, September 1 and November 26, 2014.
• Publicize the company’s financial status through its newspapers and website 4 times.
The Investor Relations Section can be contacted at:
Address: 1858/118-119,121-122,124-130 Interlink Tower, 27-32 Fl., Bangna-Trad Road, Bangna, Bangna, Bangkok 10260
Tel: 02-338-3290-91
Email: investor@nationgroup.com
Website: http://www.nationgroup.com
Company Secretary Department
The company recognizes the significance of working in compliance with the regulations required by the Stock Exchange of Thailand, the Securities and Exchange Commission and other relevant laws in an accurate, complete and transparent manner, which passes through sequential consideration and inspection. The company secretary takes charge of assisting the Chairman of the Board of Directors in monitoring the Board of Directors, sub-committee and all directors to perform in accordance with relevant laws, regulations, and rules. Moreover, the company secretary is responsible for preparing documents in line with meeting agenda, which are sufficient for consideration and making decisions by the board, recording the minutes of meetings accurately and correctly to demonstrate that the board has considered all the proposed agenda fully, faithfully, and responsibly, as a normal person operating the same business should do in the same situation. Also, the company secretary has the responsibility to keep a register of directors, a notice calling meetings, minutes of meetings of the Board of Directors and Shareholders, a report on conflicts of interest, and a report on interest filed by a director or an executive in carrying out duties in full compliance with the guidelines.
Responsibilities of the Board of Directors
Roles, Duties and Responsibilities of the Board of Directors
The Board of Directors has an important duty in supervising business operations to ensure the best interests of the company. The Board of Directors is accountable to the shareholders and independent from the management. The Board of Directors consists of persons with knowledge and experience in different fields including accounting and finance, management, marketing, strategy and law.
The Board of Directors has clearly stipulated the duties and responsibilities of the Board of Directors, executive directors and President to ensure the independent judgments of the board to serve the best interests of the company and shareholders. Besides, a monitoring and supervision procedure is in place to ensure the company operates in a manner consistent with the relevant laws and business ethics stipulated by the board
Roles, Duties and Responsibilities of the Chairman
The Chairman plays important roles in chairing and supervising meetings, allocating time for each agenda to ensure each director will have sufficient time to express their views on significant matters and making decisive casting votes when votes cast on both sides are equal in number. The Chairman holds responsibility as head of the Board of Directors to lay the framework and monitor the determination of the company’s corporate governance policy, as well as acts as the Chairman of the Annual General Meeting.
Counterbalance of non-executive directors
In 2014, the Board of Directors consists of nine members, three of them are independent directors, and another five are executive directors of the company and its subsidiaries while the other one is a non-executive director. Independent directors and non-executive directors account for more than one third of the board to ensure an effective check and balance system in management.
The three independent directors are fully qualified according to the company’s definition of the independent directors, approved by the board and the requirements of the Securities and Exchange Commission issued in 2008. Three out of the three independent directors are members of the Audit Committee. One of them is the Chairman of the Audit Committee and two of them are members of Audit Committee.
Appointment of the Board of Directors
According to the company’s requirement, one third of the directors shall vacate their offices when their tenures end every year. The company can re-appoint directors whose tenure ends to the same positions again for another term. The company does not set requirements on the term limit according to the requirement of the Securities and Exchange Commission. The company has set a policy stipulating that its directors must not hold the status of director in more than five other listed companies on the Stock Exchange of Thailand concurrently. The company’s directors shall not be directors in competing companies or have conflicts of interest with the company’s business. In the case that the directors hold positions in other companies, those company names, types of business and positions of the directors shall be disclosed in the director profile. In 2014, none of the company’s directors or executives held positions as directors in more than five listed companies.
The high-level management of the company will not hold any position in other companies, except for subsidiaries and joint ventures. If any member of the high-level management sits in the board of other companies, such service shall be reported in form 56-1
The company appointed Ms. Mathaya Osathanond as the company’s secretary on February 15, 2013 to perform duties according to relevant requirements as stipulated by the Securities and Exchange Act. The secretary summarizes the important issues regarding the implementation guidelines and the revised requirements of the Securities and Exchange Commission and the Stock Exchange of Thailand as well as the newly-enacted laws that the board should be aware of in performing their duties. The secretary shall collect information regarding the directors and related parties, take care of the board’s activities and work with the management to ensure the Board of Directors’ resolutions have been duly executed.
The Board of Directors approves the important issues relating to the company’s operation such as the business plan, the operation budget, financial goals, and business strategy that the Chief Executive Officer proposes as well as regularly monitors the operations according to policy and plans.
Sub-committees
The company’s Board of Directors has appointed sub-committees to help them screen information relating to the operations by setting the qualifications and responsibility in the requirements for each sub-committee.
At present, the company has two sub-committees, namely the Audit Committee and the Executive Board. The duties and responsibilities of the Audit Committee and the Executive Board are detailed in Point 2 under the topic Sub Committees.
Conflicts of Interest
The company acknowledges the importance of the potential for conflicts of interest. Therefore, the company has announced its conflicts of interest policy which prevents the company’s directors, management and employees operating any business which can come into competition with the company, as well as getting involved in a transaction that is likely to lead to a conflict of interest with the company. If it is necessary to do so, the Board of Directors will ensure that the transaction will be transparent and fair. The consideration will be thorough as if the transaction was executed with a third party, whereby the directors, the management or the employees involved shall not be allowed to take part in the approval process. Furthermore, the Stock Exchange of Thailand’s regulations shall be strictly observed. Related transactions between the company and its subsidiaries, or associated companies in 2014 were presented before the audit committee and the Board of Directors in February 2015 and the company has disclosed with details and necessities/reasons in the Annual Disclosure Report (56-1 form).
The Board of Directors’ Meeting
The Board of Directors’ meeting is scheduled in advance with a minimum of once a quarter and special meetings are held as required. Agenda are clearly announced prior to the meetings with routine agenda to follow up on the operational results. The company’s secretary is responsible for sending invitation letters informing approved agenda by the Chairman and the Chief Executive Officer together with related documents to all directors seven days in advance. This is to allow time for the directors to review the information prior to the meeting. Should any director wish to propose additional agenda or require the management to update the progress on any particular issue, he or she can inform their intention to the chairman of the board or the company’s secretary.
Generally, each board meeting takes 3-4 hours. The Chairman of the board gives equal opportunity for all directors to independently express their ideas and opinions. The Board of Directors views that to prevent the unintentional leakage of information, the management will report the results of the company’s operations only in the month that the meeting is being held. Independent directors and non-executive directors have met regularly to discuss the management issues without the presence of the management. Should there be any issues of concern, the management will be notified to solve or improve them.
Evaluation of the Board of Directors’ Performance
The Board of Directors arranges for performance evaluation of the entire board and sub-committees at least once a year so that the Board of Directors and sub-committees can review their performance as well as operational problems and obstacles during the past year for improved operations.
In 2014, the board arranged for performance evaluations in two forms: individual evaluation (self-performance) and entire board evaluation. The company used an evaluation form designed by the Stock Exchange of Thailand and the Thai Institute of Directors (IOD). The evaluation results are divided into four grades: 4 = Absolutely agree, 3 = Mostly agree, 2 = Agree, 1 = Disagree, 0 = Absolutely disagree
The evaluation results can be summarized as follows:
• Individual evaluation categorized under the topics of director’s readiness, strategies formulation and business planning, risk management and internal audit, prevention of conflicts of interests, monitoring of financial reports and operations, and the Board of Directors’ meeting. The evaluation shows that the Board of Directors fell mainly in the categories of Agree and Mostly agree with Absolutely agree in 91% of cases.
• Evaluation of the entire Board of Directors categorized under the topics of structure and qualifications of the Board, the Board of Directors’ meeting, the board’s ability to perform their duties, the board’s relations with the management, directors’ self-development and the management’s improvement. The evaluation shows that the Board of Directors fell mainly in the categories of Agree and Mostly agree with Absolutely agree in 98.87% of cases.
The Board of Directors also arranged for performance evaluation of the Audit Committee, as in the previous year. The evaluation results are divided into Yes = Agree, No = Disagree. The evaluation can be summarized as follows:
• The evaluation of the Audit Committee is based on their responsibilities and duties as well as the committee’s meeting. The evaluation result shows that the Audit Committee fell mainly in the category of Yes = Agree with 94%.
Directors’ remuneration
The company sets a clear and transparent policy regarding remunerations of directors. Set at competitive rates for this industrial sector, remunerations are high enough to attract directors who have the required qualifications. Remunerations are approved at the shareholders’ meetings. Directors tasked with more responsibility and duties shall have appropriate levels of remunerations in line with their newly-assigned duties and responsibilities.
The company’s guidelines for the remunerations of the Chief Executive Officer and high-level management are in accordance with the terms and policies stipulated by the Board of Directors. The remunerations reflect the company’s and individual’s performance. The company’s Board of Directors evaluates the performance of the Chief Executive Officer and assigns the Chairman of the board to inform the criteria and results of the evaluations to the Chief Executive Officer. The Executive Board shall approve the results of the performance evaluation of high-level management as proposed by the Chief Executive Officer. The Board of Directors assigned the Executive Board to consider appropriate levels of remuneration to the Chief Executive Officer.
Director and Management Development Plan
Every new director will attend a basic orientation program conducted by th