This printed article is located at http://investor.ifscapthai.com/cg_principle.html

CG Principle

  CG Principle PDF Download

IFS Capital (Thailand) PCL is aware of the importance of operating the business with transparency and fairness all along. The Company is determined to maintain the standard of Good Governance and Code of Conduct with responsibility, fairness and sufficient information disclosure. The Company strives to keep clients’ information confidential, aware of the fact that there are stakeholders involved; shareholders, employees, clients, business partners, creditors and competitors, as well as the society and environment. The Board of Directors of the Company approved the adoption of the Principles of Good Corporate Governance for Listed Companies prescribed by the SET B.E.2555 and the Securities and Exchange Commission B.E.2560 as guidelines for the Company to strengthen and enhance its 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.

In order to ensure that all staff members possess the knowledge and understanding of the rules, regulations and the Code of Conduct, the Company will encourage everyone to participate in the training or online test on the criteria and work operations via the Intranet. The results yielded have been evaluated for the level of knowledge and understanding of each individual to improve communication for a more comprehensive understanding, and to urge everyone to be aware of one’s own role in promoting good governance for the Company.

1. The Rights of Shareholders

The Board of Directors recognizes the basic rights of all shareholders (natural persons, juristic persons or institutional investors) 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 effect 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.

2. Equitable Treatment of Shareholders

The Board of Directors recognizes basic rights of all shareholders (natural persons, juristic persons or institutional investors), 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 30 days 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, and the meeting’s invitation letters and supporting documents will be distributed no less than 21 days prior to the meeting date, enabling all shareholders to have sufficient information and enough time to study it beforehand. 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. The Company adheres to good Corporate Governance (CG) principles, In August 2017, the Company was certified as member by the Thailand’s Private Sector Collective Action Against Corruption (CAC) and intended to use the Anti – Corruption Policy as a guideline for all Directors, Management and Staff to oppose all forms of corruption (further details are disclosed in “Progress of Anti-Corruption” in the Corporate Social Responsibility Report or the Company’s Anti – Corruption Policy on the Company’s website). The roles of stakeholders can be summarized as follows:

In addition, the Company has established the Code of Business Conduct for all directors, executives and employees which serves as guidelines for performing their duties with honesty, trustworthiness and fairness. The Company strictly supervises and ensures compliance of the code of business conduct, including enforcing disciplinary and punishment actions. The Company has a Whistleblower policy that offers protection for the whistleblowers (further details are disclosed in the Company’s Anti – Corruption policy on the Company’s website) and establish a Whistleblower channel for all employees to submit their complaints or concerns relating to any potential unethical or unlawful behavior, 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. Thus, the Company established the Investor Relations Department, 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 shareholders and other stakeholders, for instance, institutional investors, shareholders and analysts, etc, so that they can have access to the information appropriately with fairness and in a timely manner. 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 has been appointed by shareholders to be responsible for the Company’s business operations as a whole, including giving commands, approving, supervising the business and organizational strategies. They are also accountable for supervising the management team and assuming the ultimate responsibility of reviewing the risk strategy and financial stability, thus 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

Components of the Board of Directors

The Board of Directors is comprised of personnel with knowledge, ability, expertise and with useful and required experiences for the Company’s business operations. There are 6 directors altogether, comprising of 2 female directors and 4 male directors. The nomination of the directors is in accordance with the shareholders’ meeting resolution with follows the legal procedure and the Company’s regulations. The number of directors is appropriate for the Company’s business, with aligning components with the SET’s regulations. Other attributes have also been prescribed; age, gender, knowledge, expertise, experience and other qualifications on December 31, 2018, as follows:

Criteria in Selecting Director Candidate
The Compensation and Nomination Committee has devised the selection criteria for the director position, using the Company’s business operations as the basis. Hence, the required qualifications of the suitable candidates have been identified so that they appropriately serve the Company’s strategy in operating the business. The critical qualifications are especially emphasized, and that the Board shall be diverse enough in terms of professional skills, special expertise, knowledge and competencies, gender, and work experiences, in order to appoint the suitable candidate for the position that can contribute to benefits of the Company. With this, the Company has developed the Board Skills Matrix, summarized in the bar charts below, to be used as guidelines for reviewing the Board’s structure and for the nomination of new directors to ensure that the incumbents possess suitable qualifications that are in line with the Company’s direction. In this regard, the people assuming the director or executive position must possess all the qualifications stated in Section 68 of the Public Company Limited Act B.E. 2535 (including endorsements) and the Securities and Exchange Commission’s announcement. They must not possess prohibited qualifications as prescribed by the Securities and Exchange Act B.E. 2535 (including endorsements), other laws and relevant regulations.

*The evaluation is based on the educational background, work experiences, professional skills and training/seminar records.

Currently, the Board of Directors is comprised of 6 directors, which is suitable for the Company’s business operations. Every one of them possesses experience in high-level executive position of both the private and public sector organizations. Thus, the current Board members are comprised of qualified individuals with experiences and expertise from different professions covering all aspects comprehensively.

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-Committees 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 mitigate 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.

Responsibilities of the Board of Directors

  1. To hold the Annual General Meeting of Shareholders within 4 months from the end of fiscal year;
  2. To call the meeting of the Board of Directors at least once every three months;
  3. To arrange for the preparation and submission of the audited balance sheet and profit and loss statement at the end of each fiscal year to the shareholders’ meeting for its consideration and approval;
  4. To authorize any one or several directors or any person to perform any action on behalf of the Board of Directors under the supervision of the Board of Directors or granting the power-of-attorney to such designated person(s) to perform any action within the specified time as the Board of Directors may think fit; provided, however, that the Board of Directors has the sole discretion to revoke or modify such designated director or power-of-attorney as the Board of Directors may think fit;
    In addition, the Board of Directors may authorize the Executive Committee to conduct any activities within the specified scope of work, duties and responsibilities of the Executive Committee. No authorization will entitle the Executive Committee or its authorized representative to consider and approve the transaction which may cause a conflict of interest between the Executive Committee, its authorized representative or any related person or interested person as the one party and the Company or its subsidiary companies as the other party. However, an exception is granted where the transaction conforms to the approved policies and rules of the Board of Directors;
  5. To determine the goals, prospects, policies, business plans and budgets of the Company, and to ensure that the work performed by the Executive Committee complies with the set policies. However, the Board of Directors needs to obtain the resolution of the shareholders’ meeting before entering into these transactions that required approval of the shareholders’ meeting, for instance, increase or reduction of capital, issue of bonds, sale or transfer of all or any substantial parts of the Company’s business to any third party, purchase or acceptance of transfer of other businesses, amendment to any third party, purchase or acceptance of transfer of other businesses, amendment to the Memorandum of Association, and so on;
    The Board of Directors is also responsible for ensuring the Company’s compliance with the securities and exchange law and rules of the SET, for instance, rules concerning the entry into connected transactions and concerning purchase or sale of substantial assets, including any law governing the Company’s business;
  6. To review the management structure and appoint the Executive Committee, Chief Executive Officer and any sub-committees, as it deems appropriate;
  7. To ensure that the Company’s performance follows the business plans and budgets at all times;
  8. To refrain from conducting any similar or competitive business, participating as partner in an ordinary partnership or partner with unlimited liability in a limited partnership or director in a private company or in any other firms, companies or corporations operating the business similar to or in competition with the Company, regardless of whether for his/her own benefit or for others’ benefit. However, an exception is granted where the director provides notice to the shareholders’ meeting in advance of his/her effective appointment as director of the Company;
  9. To notify the Company without delay in the event of likelihood that the director may have direct or indirect interests as a result of (i) the Company’s entry into any agreement, and (ii) his/her increased or decreased holding of shares or bonds in the Company or its subsidiary companies.

Operating Performance

The Board of Directors approves for the corporate plan that reflects the thinking and vision in operating the business with clear and measurable objectives.

The Company places emphasis on operating the business effectively under the principles of good governance, and the Company discourages making transactions with inter-related individuals or transactions that may involve conflicts of interest. In this regard, in case of such transactions, the Audit Committee will perform a thorough investigation, report and propose to the Board of Directors for approval. The Company will be considering such transactions in the same way that normal commercial transactions are considered.

Good Corporate Governance

The Board of Directors is responsible for prescribing the good governance policy, including the implementation and practice, covering the display of information related to operating performance in different aspects; financial information, risk management, investment, liquidity, assets and debts, legal compliance, rules and regulations, as well as the review and follow-up to ensure compliance. The Board of Directors shall consider the report and information with care and caution in order to be aware of key signals, for instance, the tendency for an increase in the interest rates, higher risks in various aspects, failure to comply with the law and regulations, as well as other issues that may impact the Company’s credibility. The Board’s self-assessment shall also be conducted to identify ways for further improvement in the future.

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 Committee had 4 meetings of which were attended by every Member, the external auditors, management, head of accounting department and other related persons as necessary. Besides, the Audit Committee also held the meeting separately with the external auditors without the presence of the Company’s Management. 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.

The Board’s Self-Assessment

In order to improve the effectiveness in work performance, the Board of Directors conducts self-assessment on an annual basis, allowing opportunities for the directors to consider the Board’s performance. This self-assessment is a critical tool in evaluating the appropriateness of the Board’s structure and the effectiveness of the Board’s performance according to the principles of good governance. In this regard, the Board will analyze the evaluation outcomes, suggestions and different points worth observing to consider and adjust to better it to better suit the nature of business operations accordingly.

Regarding the Board’s self assessment for 2018, the Company arranged for the assessment for the whole group of the Board of Directors. We would like to report that the majority of the directors rated ‘Good-Very Good’ on effectiveness aspect. In this regard, the Board of Directors also offered comments and suggestions to enhance the effectiveness of work performance and to identify ways for improvement in the future.

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 to answer any quaries concerned. A minimum quorum required during Board decisions is two-thirds of the total member of the directors. Minutes of meeting are accurately documented and filed for further reference.

Attendance of the Board members and the frequency of Board meetings for 2016 – 2018 are tabled as follows:

Directors
2016
2017
2018
Attendance / No. of Meetings
Attendance / No. of Meetings
Attendance / No. of Meetings
1. Mr. Tan Hai Leng, Eugene
5/5
4/5
4/4
2. Mr. Tan Ley Yen
5/5
5/5
4/4
3. Mr. Singha Nikornpun**
4/5
5/5
4/4
4. Mr. Suvait Theeravachirakul**
4/5
5/5
4/4
5. Mrs. Churairat Panyarachun *,**
-
-
3/4
6. Ms. Chionh Yi Chian
-
3/5
4/4
7. Dr. Thamnoon Ananthothai*
5/5
5/5
1/4
8. Mr. Niphat Chamroonrat*
5/5
2/5
-
9. Mr. Heng Hock Kiong
5/5
-
-

Remarks
* Mrs. Churairat Panyarachun was appointed to be the Director, Independent Director, Audit Committee Member, Chairman of the Compensation and Nomination Committee and Risk Management Committee Member on 18th April 2018. (To replace Dr. Thamnoon Ananthothai)
* Mr. Singha Nikornpun was appointed to be the Director, Independent Director, Vice Chairman of the Board of Directors, Chairman of the Audit Committee, Compensation and Nomination Committee Member and Risk Management Committee Member on 18th April 2018
* Dr. Thamnoon Ananthothai was retired by rotation in the position of Vice Chairman of the Board of Directors, Independent Director, Chairman of the Audit Committee, Compensation and Nomination Committee Member and Risk Management Committee Member on 18th April 2018 and had no intention to resume his positions
* Mr. Niphat Chamroonrat was retired by rotation in the position of Director on 18th April 2018 and had no intention to resume his positions.

** Independent Directors

Attendance of the Audit Committee members and the frequency of Audit Committee meetings for 2016 – 2018 are tabled as follows:

Audit Committee Member
2016
2017
2018
Attendance / No. of Meetings
Attendance / No. of Meetings
Attendance / No. of Meetings
1. Mr. Singha Nikornpun
¾
4/4
4/4
2. Mr. Suvait Theeravachirakul
4/4
4/4
4/4
3. Mrs. Churairat Panyarachun*
-
-
3/4
4. Dr. Thamnoon Ananthothai*
4/4
4/4
1/4

Remarks
* Mrs. Churairat Panyarachun was appointed to be the Director, Independent Director, Audit Committee Member, Chairman of the Compensation and Nomination Committee and Risk Management Committee Member on 18th April 2018. (To replace Dr. Thamnoon Ananthothai)
* Dr. Thamnoon Ananthothai was retired by rotation in the position of Vice Chairman of the Board of Directors, Independent Director, Chairman of the Audit Committee, Compensation and Nomination Committee Member and Risk Management Committee Member on 18th April 2018 and had no intention to resume his positions.

Attendance of the Compensation and Nomination Committee members and the frequency of Audit Committee meetings for 2016 – 2018 are tabled as follows:

Audit Committee Member
2016
2017
2018
Attendance / No. of Meetings
Attendance / No. of Meetings
Attendance / No. of Meetings
1. Mrs. Churairat Panyarachun*
-
-
-
2. Mr. Singha Nikornpun*
-
-
-
3. Mr. Tan Hai Leng, Eugene
1/1
1/1
1/1
4. Mr. Niphat Chamroonrat*
1/1
1/1
1/1
5. Dr. Thamnoon Ananthothai*
1/1
1/1
1/1

Remarks
* Mr. Singha Nikornpun was appointed to be the Director, Independent Director, Vice Chairman of the Board of Directors, Chairman of the Audit Committee, Compensation and Nomination Committee Member and Risk Management Committee Member on 18th April 2018
* Mrs. Churairat Panyarachun was appointed to be the Director, Independent Director, Audit Committee Member, Chairman of the Compensation and Nomination Committee and Risk Management Committee Member on 18th April 2018. (To replace Dr. Thamnoon Ananthothai)
* Mr. Niphat Chamroonrat was retired by rotation in the position of Director on 18th April 2018 and had no intention to resume his positions.
* Dr. Thamnoon Ananthothai was retired by rotation in the position of Vice Chairman of the Board of Directors, Independent Director, Chairman of the Audit Committee, Compensation and Nomination Committee Member and Risk Management Committee Member on 18th April 2018 and had no intention to resume his positions.

Attendance of the Risk Management Committee Member and the frequency of Board meetings for 2016 – 2018 are tabled as follows:

Directors

2016
2017
2018
Attendance / No. of Meetings
Attendance / No. of Meetings
Attendance / No. of Meetings
1. Mr. Suvait Theeravachirakul**
1/1
1/1
2/2
2 Mr. Singha Nikornpun**
1/1
1/1
2/2
3. Mrs. Churairat Panyarachun *,**
-
-
2/2
4. Ms. Chionh Yi Chian
-
1/1
2/2
5. Mr. Tan Ley Yen
1/1
1/1
2/2
6. Dr. Thamnoon Ananthothai*
1/1
1/1
-

Remarks
* Mrs. Churairat Panyarachun was appointed to be the Director, Independent Director, Audit Committee Member, Chairman of the Compensation and Nomination Committee and Risk Management Committee Member on 18th April 2018. (To replace Dr. Thamnoon Ananthothai)
* Dr. Thamnoon Ananthothai was retired by rotation in the position of Vice Chairman of the Board of Directors, Independent Director, Chairman of the Audit Committee, Compensation and Nomination Committee Member and Risk Management Committee Member on 18th April 2018 and had no intention to resume his positions.

 

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 reviewed 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 2016 - 2018

Directors
2016
2017
2018
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
75,000
130,000
-
120,000
130,000
625,000
100,000
130,000
625,000
2. Mr. Tan Ley Yen
-
-
-
-
-
-
-
-
-
3. Mr. Singha Nikornpun
160,000
130,000
312,500
200,000
130,000
312,500
220,000
220,000
312,500
4. Mr. Suvait Theeravachirakul
185,000
150,000
312,500
185,000
150,000
312,500
205,000
150,000
312,500
5. Mrs. Churairat Panyarachun
-
-
-
-
-
-
160,000
180,000
-
6. Ms. Chionh Yi Chian
-
-
-
60,000
50,000
-
80,000
50,000
312,500
7. Mr. Niphat Chamroonrat
125,000
100,000
312,500
85,000
100,000
312,500
45,000
-
312,500
8. Dr. Thamnoon Ananthothai
240,000
220,000
312,500
240,000
220,000
312,500
65,000
-
312,500
9. Mr. Heng Hock Kiong
100,000
50,000
312,500
-
-
312,500
-
-
-
Total
885,000
780,000
1,562,500
890,000

780,000

2,187,500
875,000
730,000
2,187,500

Remark
No other benefits apart from remuneration above.

Remuneration for executives from 2016 - 2018 are as follows:

Remuneration
2016
2017
2018
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
11
31,913,091
9
34,463,536
9
36,085,316
Total
11
31,913,091
9
34,463,536
9
38,085,316

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 Securities and Exchange Commission, according to Section 59 and the penalty according to Section 275 of the Securities and Exchange Act B.E. 2535 (including endorsements), as well as the report stating the acquisition or divestment of one’s own securities, those of their spouses, and children below the legal age to the Securities and Exchange Commission according to Section 246 and the penalty according to Section 298 of the Securities and Exchange Commission B.E. 2535 (including endorsements). 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.

Report on Changes of Securities Holding

The Company regulates that the Board of Directors, high-level executives and those in the positions equivalent to or higher than Finance and Accounting Manager, in case of changes in ownership of the Company’s securities of the aforementioned, such changes must be reported to the Securities and Exchange Commission according to Section 59 of the Securities and Exchange Act B.E. 2535 (including endorsements) within 3 days after the change. In the previous year, the Company’s directors and high-level executives have reported their securities ownership as follows:

Name
Position
Shareholding in IFS
1 January 2018
(%)
31 December 2018
Number of Shares : Increase (decrease) during the year
Director
MR. TAN HAI LENG, EUGENE
Chairman of the Board of Directors
-
-
-
-
MR. SINGHA NIKORNPUN
Independent Director, Vice Chairman and Chairman of the Audit Committee
-
-
-
-
MR. SUVAIT THEERAVACHIRAKUL
Independent Director and Member of the Audit Committee
105,000
0.02
105,000
-
MRS. CHURAIRAT PANYARACHUN
Independent Director and Member of the Audit Committee
-
-
-
-
MS. CHIONH YI CHIAN
Director
-
-
-
-
MR. TAN LEY YEN
Director and CEO
210,000
0.04
210,000
-
Top Management
MR. GUNTAPON KITTISIRIPRASERT
CFO
-
-
-
-
MR. PAKNAM SARAKUL
GM, Client Relations
105,005
0.02
105,005
-
MS. KWANJAI SAE-LAI
GM, Operations
-
-
-
-
MRS. PENSRI PETTONG
Head, Finance and Acccounts
-
-
-
-
MR. YUTTHACHAI SIRIPHANPONG
Head, Credit Review, Human Resources and Administration
-
-
-
-
MR. KAMPLON DUNCHAROEN
Head, Business Development
1,050
0.0002
1,050
-
MRS. NATSARAN PUMPICHET
Head, Client Relations Team 1
3,005
0.0003
3,005
-
MR. MEECHAI WATCHARASOTTIKUL
Head, Client Relations Team 2
-
-
-
-
Human Resources

Staff Strength

There were a total of 85 executives and staff in 2018 broken down by departments as follows:

Types
No. of staff
Executives
9
Business Development
18
Client Relations and Credit Risk Management
17
Operations
25
Finance and Accounts
3
Legal & Recovery
2
IR, Secretariat and Compliance
1
Credit Review/ Human Resources and Administration
9
Executive Secretary
1
Total
85

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

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

Types of Remuneration
2016 (Baht)
2017 (Baht)
2018 (Baht)
Monthly salary/ Bonus
41,311,918
47,301,105
52,070,111
Welfare expenditure for staff
10,333,854
13,324,493
16,537,534
Total
51,645,772
60,625,598
68,607,645

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 consistently 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.

In this regard, the Company places emphasis on the principles of good governance by incorporating the practices in accordance with the principles of good governance for listed companies B.E. 2555 of the Stock Exchange of Thailand and the good governance principles for Listed Companies B.E. 2560 to resonate with the Company’s business context, in order to instill sustainable values and enhance the good governance standard, with the aim of achieving transparent and effective business operations for sustainable growth in the long run.


Please read our General Disclaimer & Warning carefully.
Use of this Website constitutes acceptance of the Terms of Website Use.
Copyright © 2019. ThaiListedCompany.com. All Rights Reserved.