Thai Careers FAQ Contact Us Home

Hotline : (66)2 285 6326 - 32

Corporate Governance

CG Principle

  CG Principle PDF Download

The Board of Directors of the Company approved the Principles of Good Corporate Governance by adopting the 5 principles of good corporate governanace for listed companies of SET as practice guidelines of the Company to strengthen and enhance transparency and corporate management system to be efficient and supportive. These are beneficial to the business operations which will lead to confidence of shareholders, investors, stakeholders and related persons. The Company firmly believes that good corporate governance will increase shareholders’ value in the long term.

1. Rights of Shareholders

The Board of Directors recognizes the basic rights of shareholders and encourages each shareholder to exercise their rights such as i) the right to receive a share certificate and to purchase or repurchase by the Company’s sale or transfer of shares ii) the right to share in the profit / dividend of the Company iii) the right to consider and approve the remuneration for directors every year iv) the right to participate and vote in the shareholders’ meeting to elect or remove members of the Board and v) the right to appoint the company’s auditor and determine auditor’s compensation and vi) other rights to make decisions on any transactions that create major affect to the Company, such as dividend payment, amendments to the Company’s Articles of Association or the Company’s by laws, capital increases or decreases, and the approval of extraordinary transactions etc.

  • Before the Annual General Meeting
    The Company distributes the invitation letters to the Annual General Meeting and other supporting documents, including the three proxy forms: Form (A) general and simple, Form (B) containing specific details, and Form (C) for foreign shareholders who have custodians in Thailand. We also distributes the document needed including details in a clear, correct, and sufficient manner at least 21 days prior the meeting date. Additionally, the Company also publishes information pertaining on this matter on the website 30 days prior to the meeting date and publishes the invitation letter to the Annual General Meeting in the newspapers for three consecutive days before the meeting takes place at least three days.

    The Company allowed shareholders to propose agenda of the Annual General Meeting and nominate candidates for directorship during October 15th – December 15th, 2015. The criteria for proposing and nominating are disclosed on the company’s website www.ifscapthai.com under the subject “Investor Relation” and “News Room”, as well as through the SET’s channel which allowed before the end of the accounting period. In addition, the Board of Directors adheres to the policy not to add new agendas that have not been proposed in advance.

  • On the date of the Annual General Meeting
    The 2015 Annual General Meeting is held on April 20th, 2015 at AETAS Lumpini Hotel, which is close to MRT Lumpini station, in order to facilitate the shareholders when attending the meeting. The Company selects the meeting room that accommodate the attendees appropriately. The registration would open one hour prior to the meeting, as well as arranges staff adequately to take care and facilitate the attendees, and also provides stamps for proxies. The Company does not engage in any activity that would restrict the rights of the shareholders. All shareholders have the same basic rights to attend the meeting for the entire period of the meeting.

    Before commencing the meeting, the Chairman of the Meeting introduces the Board of Directors, Management Teams, auditors, and legal advisors to the Meeting and then explains all rules and regulations applicable to the Meeting, including the counting methods for voting in each agenda. The Chairman allows attendees to give opinions or suggestions, and ask queries in each agenda. After that, the Chairman and the management team answers/explains on that matters, then, the Chairman proceeds the voting of each agenda in consecutive order without adding new agenda that has not been notified to the shareholders in advance, except the Meeting resolve that the order of the meeting agenda should be changed with the votes of at least 2 out of 3 shareholders who attended the meeting.

    Details of every Annual General Meeting are recorded in the minutes and concluded the resolutions with the votes. The Company has been using the voting system for Annual General Meeting in accordance with Thailand Securities Depositories’ Standards to ensure correctness and transparency in the counting process. Shareholders are able to see the voting result on each agenda immediately after the counting process finished.

2. Equitable Treatment of Shareholders

The Board of Directors recognizes basic shareholders’ rights, including institutional investors and ensures that all shareholders’ rights are protected as well as fairly treated. Each shareholder would receive adequate information on the date and time of the AGM. The company distributes the invitation letters to Annual General Meeting, relevant documents, and the agendas prior to the meeting within the timeframe required by laws, and also provides supporting documents for the meeting prior to the meeting date on the website (www.ifscapthai.com) under “Investor Relations” which is another channel for the Company to deliver information to shareholders before the notice and agenda for the AGM will be distributed. This enables shareholders to gain quick access concerning the meeting invitation letter, annual report, as well as other important information disseminated to the shareholders. Shareholder also has equal rights in examining the Company’s operations and provide opinions and suggestions. Minutes of meeting will be accordingly recorded for shareholders’ examination.

The Board of Directors encourages the use of voting cards for transparency purpose as well as future reference on each agenda. The election of individual director is conducted to ensure transparency.

The Board of Directors treats all shareholders with equal importance by providing them an opportunity to express their opinions and suggestions through Investor Relations. In addition, shareholders who cannot attend the meeting is able to authorize a proxy to an independent director or a representative to be the nominee to attend the meeting and cast a vote when necessary. The Board of Directors places strict adherence to the Company’s regulations, Securities and Exchange laws, notifications, orders, and the regulations of The Stock Exchange of Thailand and other relevant organizations. Moreover, the Board of Directors places importance on compliance with regulations regarding related transactions, acquisition and disposal of significant assets, disclosure of related transaction information, and accessing of information for the benefit of oneself or others. The Board has also stipulated rules to prevent any transaction with conflicts of interest.

There are written procedures concerning the use and protection of insider information. The Board sets procedures to prevent the use of insider information that has not been published for abuse and self dealing.

3. Roles of Stakeholders

The Company places importance on the rights of all stakeholders of the Company following the deserved rights of receiving equal and fair treatment, as well as not taking actions which might violate the rights of stakeholders. To promote good Corporate Governance (CG) principles, the Company had developed the Company’s Anti – Corruption Policy as a guidline for all Directors, Management and Staff to oppose all forms of corruption (further details are disclosed in the Company’s Anti – Corruption Policy on the Company’s website). The roles of stakeholders can be summarised as follows:

  • Shareholders: The Company treats all shareholders with equitability and transparency by accurately reporting actual status and future trend of the Company to each shareholder correctly and completely on time;
  • Clients: The Company provides effective and quick services to serve the needs of its clients on fair conditions to both parties as well as to maintain clients’ confidentially, which has been established and disclosed in the Company’s Code of Business Conduct towards its Clients;
  • Business Partners and/ or Creditors:The Company treats its business partners and creditors with equality and fairness on the agreed terms and conditions, which has been established and disclosed in the Company’s Code of Business Conduct towards its Business Partners and/ or Creditors;
  • Employees: The company treats every employee equitably, putting in place compensation and promotion policies that are fair, suitable for the economic condition and organization performance in the corresponding year, and comparable to those of other companies in the same sector. The company also takes care of its employees by ensuring a safe work environment, enhancing employees’ skills through regular trainings and seminars that improve their knowledge and professional skills, as well as establishing a provident fund for employees.
  • The Company fairly treats its employees with equitable and suitable remuneration and succession plan relating to the economic condition and the organization’s performance, as well as comparable to those of other leading corporations. Ensuring that the employees work in a safe environment and be able to further develop their knowledge for their work. The Company also provides provident funds for its employees;
  • Competitors: The Company strictly follows the rules of competition, avoids any inappropriate or corrupted methods or destroy competitors’ reputation, which has been established and disclosed in the Company’s Code of Business Conduct towards its Competitors;
  • Society, Community and Environment: The Company continuously encourages our employees to engages in activities that enhance quality of life of the society, community and environment through its own activities or co-operation with the government, private sectors and communities.

In addition, the Company has established the Code of Business Conduct to all directors, executives and employees which serve as guidelines for performing their duties with honesty, trustworthiness and fairness. The Company strictly supervises and ensures compliance to the code of business conduct, including enforcing disciplinary and punishment actions. The Company has established a Whistleblower channel for all employees to submit their complaints or concerns relating to any potential unethical or unlawful behaviour, financial improprieties or to report perceived violations of law or the Company’s policy to either of the followings: the Chief Executive Officer, Company Secretary, Head of IR, Secretariat & Compliance, Head of Human Resources & Administration or a higher level (Chairman of the Audit Committee) and these shall be treated as confidential.

4. Information Disclosure and Transparency

The Board of Directors is responsible to ensure the accuracy, timeliness and transparency in the Company’s disclosure of important information to the public both in Thai and English, in accordance with the notifications of The Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC).

For the financial reports quality, the Company has appointed the auditors from Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. (Deloitte), who are approved auditors by the Office of the SEC, as the Company’s external auditors. With Deloitte as an independent party, the Company is confident that the financial reports are accurate and prepared in accordance with the general accepted accounting standards. The Board has also appointed the Audit Committee who will review the quality and disclosure of the financial reports of the Company. In addition, the Company has enclosed the report of the Auditors, the management discussion and analysis report, the report on the responsibilities of the Board of Directors toward financial reports, the report of the Audit Committee, the disclosure of the roles and duties of the Board of Directors and the Sub-Committees, Directors’ meeting attendance, the disclosure of the remuneration of the Directors and Executives in the Annual Report.

The Board of Directors of the Company places importance on the information disclosure with accuracy, completeness, timeliness and transparency by assigning Mr. Guntapon Kittisiriprasert, to be responsible for the financial statements and general information disclosure of the Company and to be a representative of the Company to communicate with institutional investors, shareholders and analysts. The investors can contact the Company to receive the Company’s information at telephone number 02-285-6326-32 or the Company’s website at www.ifscapthai.com.

5. Responsibility of the Board of Directors

The Board of Directors plays an important role to oversee the Company and is responsible for maximizing benefits to the shareholders of the Company.

Structure of the Board of Directors

Balance of the Non-Executive Directors

The Board of Directors comprises of Executive and Non-Executive Directors appropriately appointed and balanced with 7 directors, comprising of 2 Executive Director and 5 Non-Executive Directors, 3 of which are Independent Directors, and 2 are the representatives of the major shareholder.

Term of Directorship

The term of each director is in accordance with the Company’s regulations i.e. one-third of directors shall leave their positions and may be re-appointed.

Segregation of Positions

The Chairman of the Board has no relationship whatsoever with the management team and is a different person from the Chief Executive Officer. Their duties are clearly separated between directing the Company’s policies and day-to-day management.

Company Secretary

The Board of Directors has appointed Mr. Guntapon Kittisiriprasert, Chief Financial Officer, to be the Company Secretary to oversee the activities of the Board, including ensuring compliance with the Board’s resolutions.

Sub-Committees

The Board of Directors has established 3 Sub-Committeees to assist the Board in overseeing matters in details, namely (1) Audit Committee to help with corporate governance, financial reporting and compliance with policies; (2) Compensation and Nomination Committee to help structure appropriate remuneration based on industry norm and (3) Risk Management Committee to formulate and supervise the risk management policies covering all business units of the Company to contain and mititgate risks to a minimum.

Roles, Duties and Responsibilities of the Board of Directors

Leadership and Vision

The Board of Directors consists of personnel with knowledge, capability and experience which are beneficial to the business operations. The Board participates in formulating the vision and mission, strategies, financial goals, risks, plans, and budget of the Company, including ensuring management’s compliance with the plans and policies with efficiency and effectiveness.

Conflicts of Interest

The Board of Directors manages and monitors connected transactions carefully to avoid any possible conflicts of interest by setting measures and procedures as guidelines for approving the entry into connected transactions of the Company, directors and executives, including the future policies and direction regarding connected transactions. Each approval of the connected transaction must comply with the law of Securities and Exchange and the regulations, notifications, order or the announcements of The Stock Exchange of Thailand and other related organizations, including the disclosure of the connected transactions in the financial statements, the annual report form (Form 56-1) for shareholders to examine.

Business Ethics

The Company has implemented the code of business conduct which serves as guidelines for directors, executives and staff to follow. The Company’s code of business conduct covers fairness toward the shareholders, realization of the rights of all stakeholders, abstinence from any actions that result in conflicts of interest, responsibility towards the Company’s assets, abstinence of usage of internal information for one’s benefit, accurate and timelineness disclosure of information and responsibility toward society and the public.

Internal Control System and Internal Auditing System

The Board of Directors understands the importance of having a good internal control system and has thus established an Audit Committee which comprises of three independent directors. The Audit Committee oversees the efficiency and effectiveness of the internal control of the Company, ensures the financial reports are accurate, complete and creditable, ensures the working system is accurate, transparent, examinable, particularly the conflicts of interest, including ensures compliance to the Securities and Exchange law or other related laws concerning the Company’s business operations. During the year, the Audit Committtee had 4 meetings of which were attended by the external auditors, management, head of accounting department and other related persons as necessary. The Meetings serve to consider and suggest improvement to the Company’s internal control system. In addition, the Company has appointed AMC Internal Consulting Co., Ltd. as internal auditors of the Company. The Company also engages internal auditors from IFS (Singapore) to access and suggest improvement on existing operational systems. Both groups of internal auditors report directly to the Audit Committee.

Attendance of the Company's Board of Directors

The Directors have attended the Board of Directors’ Meeting regularly to acknowledge and make a decision on business matters of the Company. The Board of Directors’ meetings are held at least 5 times annually and the schedule of the meetings is circulated to the Directors in advance every year. A letter of invitation with clear meeting agendas and documents for meeting will be sent to directors at least 10 days prior to the meeting date except for an urgent case, to let the Board to have enough time to study the information before attending the meeting. The Board provides an opportunity for senior executives to participate in the meetings. Minutes of meeting are accurately documented and filed for further reference.

Attendance of the Board members and the frequency of Board meetings for 2013 – 2015 are tabled as follows:

Directors
2013
2014
2015
Attendance / No. of Meetings
Attendance / No. of Meetings
Attendance / No. of Meetings
1. Mr. Tan Hai Leng, Eugene*
-
-
1/5
2. Mr. Tan Ley Yen
5/5
5/5
5/5
3. Mr. Heng Hock Kiong*
-
-
4/5
4. Mr. Niphat Chamroonrat
5/5
5/5
5/5
5. Dr. Thamnoon Ananthothai**
5/5
5/5
5/5
6. Mr. Suvait Theeravachirakul**
4/5
4/5
4/5
7. Mr. Singha Nikornpun*(**)
3/5
5/5
5/5
8. Mr. Lee Soon Kie*
5/5
5/5
4/5
9. Mr. Lua Too Swee*
-
5/5
-
10. Ms. Lim Mui Ling*
4/5
-
-
11. Mr. Niwat Kanjanaphoomin*
2/5
-
-

Remarks
* Mr. Tan Hai Leng, Eugene was appointed to be the Director, Chairman of the board of Directors and Compensation and Nomination Committee Member on 2nd November, 2015. (To replace Mr. Lee Soon Kie)
* Mr. Heng Hock Kiong was appointed to be the Director on 16th February 2015. (To replace Mr. Lua Too Swee)
* Mr. Lee Soon Kie resigned from the Director, Chairman of the board of Directors and Compensation and Nomination Committee Member on 12th October, 2015.
* Mr. Lau Too Swee was appointed to be the Director (To replace Ms. Lim Mui Ling) on 17th January 2014 and resigned from the Director on 16th February 2015.
* Ms. Lim Mui Ling resigned from the Director on 17th January 2014.
* Mr. Singha Nikornpun was appointed to be the Director, Independent Director, Audit Committee Member and Risk Management Committee Member (To replace Mr. Niwat Kanjanaphoomin) on 1st March 2013.
* Mr. Niwat Kanjanaphoomin resigned fron the Director, Independent Director, Audit Committee Member and Risk Management Committee Member on 1st March 2013.
** Independent Directors

Attendance of the Audit Committee members and the frequency of Audit Committee meetings for 2013 – 2015 are tabled as follows:

Audit Committee Member
2013
2014
2015
จำนวนครั้งที่เข้าร่วมประชุม / จำนวนครั้งการประชุม
จำนวนครั้งที่เข้าร่วมประชุม / จำนวนครั้งการประชุม
จำนวนครั้งที่เข้าร่วมประชุม / จำนวนครั้งการประชุม
1. Dr. Thamnoon Ananthothai
4/4
4/4
4/4
2. Mr. Suvait Theeravachirakul
4/5
3/4
4/4
3. Mr. Singha Nikornpun*
3/4
4/4
4/4
4. Mr. Niwat Kanjanaphoomin*
5/5
-
-

Remarks
* Mr. Singha Nikornpun was appointed to be the Director, Independent Director, Audit Committee Member and Risk Management Committee Member (To replace Mr. Niwat Kanjanaphoomin) on 1st March 2013.
* Mr. Niwat Kanjanaphoomin resigned fron the Director, Independent Director, Audit Committee Member and Risk Management Committee Member on 1st March 2013.

Remuneration

The Company determines a clear and transparent director remuneration policy by comparing remuneration packages with those provided by leading listed companies in the SET and comparable companies in the same industry, taking into account the company’s business performance and experience, duties, roles and responsibilities of the directors in order to incentivize and preserve qualified directors. Directors’ remuneration packages are approved by the Meeting of Shareholders. Executive remuneration packages are reviewd by the Compensation and Nomination Committee before approved by the Board of Directors by considering roles, duties and responsibilities, performance, and dedication of each executive.

Aside from monetary compensation, the company has not had granted other privilege to the directors.

The cash remunerations paid to directors and the executives are as follows:

Total Remuneration of the Board and Committees from 2013-2015

Directors
2013
2014
2015
Attendance Fees (Baht)
Annual Basic Fees (Baht)
Bonus (Baht)
Attendance Fees (Baht)
Annual Basic Fees (Baht)
Bonus (Baht)
Attendance Fees (Baht)
Annual Basic Fees (Baht)
Bonus (Baht)
1. Mr. Tan Hai Leng, Eugene
-
-
-
-
-
-
25,000
-
-
2. Mr. Tan Ley Yen
-
-
-
-
-
-
-
-
-
3. Mr. Heng Hock Kiong
-
-
-
-
-
-
60,000
50,000
-
4. Mr. Niphat Chamroonrat
125,000
100,000
312,500
125,000
100,000
312,500
125,000
100,000
312,500
5. Dr. Thamnoon Ananthothai
220,000
220,000
312,500
220,000
220,000
312,500
220,000
220,000
312,500
6. Mr. Suvait Theeravachirakul
160,000
150,000
312,500
140,000
150,000
312,500
180,000
150,000
312,500
7. Mr. Singha Nikornpun
120,000
130,000
-
180,000
130,000
312,500
180,000
130,000
312,500
8. Mr. Lee Soon Kie
145,000
130,000
625,000
145,000
130,000
625,000
120,000
-
625,000
9. Mr. Lua Too Swee
-
-
-
80,000
50,000
-
20,000
-
312,500
10. Ms. Lim Mui Ling
80,000
50,000
312,500
-
-
312,500
-
-
-
11. Mr. Niwat Kanjanaphoomin
60,000
-
312,500
-
-
-
-
-
-
Total
910,000
780,000
2,187,500
890,000
780,000
2,187,500
930,000
650,000
2,187,500

Remark
* No other benefits apart from remuneration above.

Remuneration for executives from 2013-2015 are as follows:

Remuneration
2013
2014
2015
No. of Executives
Total Amounts Paid (Baht)
No. of Executives
Total Amounts Paid (Baht)
No. of Executives
Total Amounts Paid (Baht)
Monthly Salary and Bonus
8
25,676,744
8
28,158,669
8
27,110,836
Total
8
25,676,744
8
28,158,669
8
27,110,836

* For Year 2015, calculated from 8 Executives due to the 9th Executive being appointed not in full year .

Other Cash Remuneration

The Company is registered under the Provident Fund Act which requires provident fund contribution by both employee and employer. The employees have to pay 5% of their salary to the contribution and the Company has to pay another portion as stipulated by the funds regulation.

Control of Insider Information

The Company enforces strict rules on the possession and usage of confidential information, particularly financial information before disseminating to the public. The Company’s policies on insider information are as follows:

  1. Directors, executives, including their spouses and child(ren) below the legal age are not allowed to buy, sell, transfer or received the transferred securities of the Company before 30 days of the public dissemination of the financial statements. In addition, buying, selling or transferring securities could be resumed at least 7 days after public dissemination (7days starting from the date of dissemination).
  2. Directors and Executives are required to provide reports of acquiring and exchanging of shares of the Company of themselves, their spouse and child(ren) under the legal age to conform to the notification of the Office of SEC no. Sor Chor. 14/2540 relating to the Preparation and Disclosure of Reports on Securities Holding and disciplinary measures prescribed on the Securities and Exchange Act B.E. 2535.

Any violation against the aforementioned regulations shall have to face disciplinary actions in the form of warning, salary reduction, suspension of duties, termination of employment, etc.

Human Resources

Staff Strength

There were a total of 77 executives and staff in 2015 broken down by departments as follows:

Types
No. of staff
Executives
9
Business Development
14
Client Relations and Credit Risk Management
14
Operations
25
Finance and Accounts
3
Legal
1
IR, Secretariat and Compliance
1
Credit Review/ Human Resources and Administration
9
Executive Secretary
1
Total
77

During the past 3 years, there were no significant change in staff strength and there had been no labour dispute.

The remuneration paid to the staff (excluding directors and executives) were:

Types of Remuneration
2013 (Baht)
2014 (Baht)
2015 (Baht)
Monthly salary/ Bonus
37,051,473
39,277,570
38,794,713
Welfare Expenditure for staff
8,884,456
9,941,328
9,928,536
Total
45,935,929
49,218,898
48,723,249

Policies in Developing Human Resources

The Company recognizes the importance of knowledge and competency development for its employees as it will bring about an increase of their competency and quality of services. Therefore, the Company consistenly provides in-house and external trainings and seminars to all staff  or individual to increase skills and knowledge on their jobs. The Company also rewards its employees appropriately to motivate and retain their services in the long run. In addition, the Company also supports activities to motivate and encourage bonding among staff.