Corporate Governance

The Company had stipulated that all shareholders should be fair treatment. Therefore, the Board of Directors has the following actions;

• Ensure that the Company delivers the invitation letter for the Annual General Meeting of Shareholders as well as meeting handouts to shareholders in advance of the Meeting for not less than 14 days, so that shareholders have a chance to review the information completely prior to the Meeting date.  
• Allow shareholders to propose additional agenda items for the Board of Directors to consider the meeting agenda in the invitation letter and nominate directors for election in advance for the Nomination and Remuneration Committee to consider in advance from 29 November 2018 to 15 January 2019 by notifying shareholders via the news system of the Stock Exchange of Thailand along with announcement of rules And specify the clear procedure in the Company’s website at http://www.pcsgh.com under the heading "Investor Relations / Shareholder Information / Proposal of the AGM Agenda".
• Increase convenience for shareholders who are unable to attend the meeting by themselves by allowing the shareholders to authorize any person or to have at least 1 independent director to attend the meeting and can vote on behalf and list the names of the said independent director in the notice calling for the shareholders meeting.
• Fairly treat all shareholders whether they are major shareholders or minority shareholders, and whether they are Thai or foreign shareholders.  

The Board of Directors devises the policy of disclosing financial information and other information relating to the Company’s businesses and operating results accurately, completely, sufficiently, constantly, and timely, and such information presents actual financial status and performance of the Company, including the Company’s business outlook.

The Board of Directors is determined to ensure compliance with laws, rules, and regulations in relation to the disclosure of information and transparency strictly, to disclose the information on the Company’s website in both Thai and English through media channels and publications of the Stock Exchange of Thailand so that shareholders and other concerned persons acknowledge the Company’s information thoroughly, and the revision and amendment shall be made in accordance with the guidelines announced by the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.

The Company had formed the Investor Relations team to take charge of communicating with investors or shareholders, as well as institutional investors and minority shareholders. The Company shall regularly hold the meeting for the analysis of operating results, as well as disclose the Company’s information, comprising financial information and general information, to shareholders, securities analysts, credit rating agencies, and related government authorities through various channels, namely, the report to the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, and the Company’s website. In addition, the Company also concentrates on constantly disclosing information in both Thai and English so that shareholders regularly obtain the information via the Company’s website. The information on the website, i.e., vision, mission, financial statements, public relations news, Annual Report, the Company and senior management structure, shareholding structure, and major shareholders, shall be constantly revised to be always up-to-date.

The company provides an opportunity for analysts and interested investors in meeting with senior management as appropriate. Besides, the Company information could be accessed, i.e. financial information, policies, strategies, as well as operations by disclosing accurate information and timely manner via printed media and the Company’s website (www.pcsgh.com) for analysis and investors' decision efficiently. The Company has organized the following activities to present information relating to analysts and investors as follow;

• Analyst meetings to clarify the performance result (Analyst Forum) for 1 time
• The Company’s Plant visit of the analysts and investors. The meeting with the top executives or conference calls from the analysts and investors from both domestic and foreign institutes.
• Information presentation to investors (Road Show)
• Publish Press Releases when the Company had the investment activities or significant business activities.
• Answer questions of the investors and analysts regularly via email at ir@pcsgh.com
• Prepare explanations and analysis of the company's financial status and operating results through the stock market news system every quarter.

In addition, the Company places emphasis on financial statements in order to present actual financial status and operating results of the Company based on accurate, complete, and sufficient accounting information according to generally accepted accounting principles. The Company shall disclose the information relating to each director, as well as roles and responsibilities of the Board of Directors and Board committees of the Company in the Company’s Annual Report (Form 56-2) and the Annual Registration Statement (Form 56-1), while the remuneration of directors and senior management shall be also disclosed in the Annual Report (Form 56-2) and the Annual Registration Statement (Form 56-1).

The Board of Directors is responsible for shareholders in operating business of the Company and supervising the business in accordance with the target and direction for utmost benefits of shareholders, with consideration of interests of all stakeholders.

The Board of Directors is committed to complying with laws, objectives, Articles of Association, and shareholders’ resolutions. In this regard, the Board of Directors shall perform duties ethically and maintain interests of shareholders and stakeholders in both short term and long term so as to ensure that the Company’s business has been operated to maximize benefits of shareholders and stakeholders. The Board of Directors shall oversee the formulation of vision, mission, target, policy, operational direction, strategic plan, operating plan, and annual budget of the Company. In this connection, the Board of Directors shall jointly express opinions for mutual understanding of the business overview prior to consideration and approval, as well as ensure that the business has been operated to achieve the target based on the practice guidelines of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.

First Quarter

1. Acknowledge the resignation of Independent Directors and Audit Committee and appointed directors to fill the vacancy.
2. Discuss the entire business transfer of all subsidiaries in Thailand to the Holding Company
3. Consider the date of the Annual General Meeting of Shareholders and agenda as follows:
   • Consider and certify the Minutes of the  Annual General Meeting of Shareholders for 2018
   • Fix the Record Date to specify the shareholders who are entitled to attend the Annual General Meeting of Shareholders in 2019
   • Acknowledge the report on the Company’s operating results
   • Consider and approve the Statement of Financial Positions and the Comprehensive Income Statement for the fiscal year 2018
   • Consider and approve the allocation of the profit as a legal reserve and the dividend payment.
   • Consider and approve the appointment of directors in place of those retiring by rotation
   • Consider and approve the remuneration of directors
   • Consider and approve the appointment of auditors and to fix his/her remuneration
   • Consider and approve the amendment to the Articles of Association of the Company, Article 29 re: the meeting via electronic media and Article 31 re: right of the shareholders to request to call the shareholders’ meeting
   • Consider and approve the entire business transfer of  the Company’s subsidiaries in Thailand to the Holding Company
4. Acknowledge the operational results of the Company for the year and acknowledge the financial information of the subsidiary companies.
5. Consider and acknowledge the Related Transactions.
6. Consider and approve the Statement of Financial Position and the Profit and Loss Statement  for the accounting period ending 31 December 2019
7. Consider and approve the allocation of the profit as a legal reserve and the dividend payment
8. Consider and approve the appointment of the directors in place of the directors who are due to retire by rotation
9. Consider and approve the determination of remuneration of the auditors and the determination of the audit fee for 2019

Second Quarter

1. Organize the 2019 Annual General Meeting of Shareholders
2. Consider and approve the financial statement and operating results of the first quarter
3. Consider and approve the payment of interim dividend
4. Consider and approve the appointment of sub-committee to replace the resigned directors and review the Nomination and Remuneration Committee charter.
5. Consider and acknowledge the financial information of subsidiaries and acknowledge the related transactions of the first quarter
6. Acknowledge the Management Discussion and Analysis (MD&A) for the first quarter
7. Acknowledge the progress of the Entire Business Transfer of the subsidiaries in Thailand to the Holding Company

Third Quarter

1. Consider and approve the change of authorized directors
2. Review and approve the Board of Directors’ charter
3. Review and approve the Nomination and Remuneration Committee’s charter
4. Consider and approve the company's organization chart after the business transfer (1 July 2019)
5. Appoint Chief Executive Officer (CEO)
6. Consider canceling the Executive Committee and the appointment of the Management Committee
7. Consider and approve the dissolution of subsidiaries in Thailand
8. Consider and approve the financial statement for the second quarter
9. Consider and approve the business plan, capital expenditure budget and annual expense budget
10. Consider and approve payment of interim dividend of subsidiaries
11. Consider and approve payment of interim dividend to shareholders
12. Consider and approve the appointment of executives for overseas subsidiaries
13. Approve the remuneration and welfare of company executives and the authorities
14. Acknowledge the Management Discussion and Analysis (MD&A) for the second quarter
15. Consider and acknowledge the financial information of subsidiaries for the second quarter
16. Acknowledge the related transactions for the second quarter of year
17. Acknowledge the progress of the Entire Business Transfer of subsidiaries in Thailand to the Holding Company.

Fourth Quarter

1. Consider and approve the strategic business plan and budget for the year 2020 – 2024
2. Consider and approve duties and responsibilities of the Management
3. Consider and approve the business plan, capital expenditure budget and expenses budget for 2019
4. Consider and approve the financial statement results for the third quarter
5. Acknowledge the Management Discussion and Analysis (MD&A) for the third quarter
6. Approve of the meeting schedule of the Board of Directors and Sub-Committee in 2020

• The Board of Directors

  With regard to the nomination of director, the Company places emphasis on seeking those who possess knowledge and competency, related experiences, productive work profile, leadership skills, broad vision, as well as morality, ethics, and good attitudes towards the organization, while being able to sufficiently dedicate themselves to the Company’s business operations. Moreover, their qualifications would be also taken into consideration in order to ensure appropriateness and alignment with the components and structure of the Board of Directors according to the Company’s business strategy, and there would be the transparent process so as to raise confidence among shareholders.

  The Company’s Board of Directors consists of at least five (5) members and directors not less than one-half of all directors must be resident in the kingdom of Thailand and there are at least 1/3 independent directors of the Board of Directors, must not be less than 3 directors. In this regard, the Chairman of the Board is not the same person as Chief Executive Officer.

  The Company clearly identifies the authorities and duties of the Chairman of the Board of Directors and Chief Executive Officer, as shown the scope and authority of the Board of Directors and Chief Executive Officer in Item 10 Management Structure.

  As for the appointment of the Board members, existing Board of Directors will jointly discuss to consider and nominate persons as Board members based on their knowledge, competency, and related experiences, or consider the Company’s major shareholders whose professional experiences would be beneficial to the Company. However, the appointment of the new directors are required being considered and approved by the Board of Director’s Meeting and/or the Annual General Meeting of Shareholders (as the case may be). In this regard, according to the Company’s Articles of Association, the Annual General Meeting of Shareholders is to conduct the election of the directors based on the following oratories and methods:

  1. The shareholder has one share one vote.
  2. Each shareholder will vote to elect one or more directors. In the case of electing many candidates to be director, shareholders cannot split the votes for multiple candidates.
  3. The candidates who receive the highest votes will assume directorship according to vacant seats applicable to a particular election. In case of vote tie, the Chairman shall have the final casting vote.

  At the annual general meeting of shareholders each year, one-third of the directors or the closet thereof if the number cannot be evenly divided shall retire by rotation. A director who has to leave his/her position in the first and second years after the registration of the Company shall do a lucky draw who will first leave and the following year the longest directorship term will be first retired. Retiring directors can be re-elected.

  Besides retire by rotation, the terminations of the directorship’s term are as following;

  1. Death
  2. Resignation
  3. Disqualified or prohibited by law or Public Company Limited Act.
  4. At the meeting, shareholders may vote for any director from member of the Board of Directors before his/her term will be expired by the vote of not less than three-fourth (3/4) of total number of shareholders who attend the meeting and entitled to vote, and holding shares amounting to not less than one-half (1/2) of the shares, held by the shareholders who present at the meeting and entitle to vote.
  5. The court has ordered to retire.

• The Audit Committee

  The Audit Committee consists of three (3) independent directors. The Audit Committee holds a term for 3 years. The company has a policy of selecting audit committee / independent directors in accordance with the Notification of the Securities and Exchange Commission No. ThorJor. 28/2551 regarding the request for permission and the permission to offer new shares issued on 15 December 2008 (including amendments more).

  Independent Director at least one (1) person shall be with expertise in accounting or finance and have professional experience to review of the reliability of financial statements. In addition, the Company will consider other qualifications, such as experience in the business, expertise in business and ethics etc.

• Executives

  The Board of Directors and/or any person who is assigned by the Board of Directors shall consider and appoint executives from personnel who possess experiences, knowledge, and competency in managing related functions.

• Operation Governance of Subsidiaries Companies and Associates

  1. The Company is to oversee management and is responsible for the operation of subsidiaries and associates as a division of the Company. For the Company’s regulatory mechanisms subsidiaries and associated companies, both directly and indirectly, including measures for monitoring the management of the subsidiaries and associated companies and to maintain the benefits of the investments of the Company, the following cases must be approved by the Board of Directors or the shareholders' meeting. (As applicable).
     1. The subject approved by the Board of Directors

        • Appointment or nomination of a person as director or executive in the subsidiary companies or affiliation at least with proportion of shareholding of the Company in the subsidiary companies and affiliation, the Board of Directors and executives will be nominated by the Company with discretion to consider voting in the Board of Director’s meeting of the subsidiary companies and affiliation associated with general management and normal operation of the subsidiary companies and affiliation approved by the Board of Directors and executives of the subsidiary companies and affiliation for highest benefit of the Company, subsidiary companies and affiliation.

          Nevertheless, the directors and executives in previous paragraph to be appointed shall have qualification, role, duty and responsibility along with not lacking reliability as the notice of the Securities and Exchange Commission associated with specification of lacking trustworthiness of the directors and executives of the Company.

        • In case the subsidiary companies agree to do transaction with people involved in the subsidiary companies or obtainment or distribution of asset of the subsidiary companies by enforcing the principles stipulated in Notice of Capital Market Supervisory Board and Notice of the Stock Exchange of Thailand, it shall be the case that when calculating transactions of the subsidiary compared to size of the Company, it is approved by the Board of Directors.

        • Considering annual dividend and interim dividend (if any) payment of subsidiary.
        • Amendment of subsidiary company’s regulations

          Transactions from (E) to (K) are essential and, if they are done, there will be significant impact on financial statements and overall operation of the subsidiary companies. Before the Board of Director’s meeting of the subsidiary companies, directors and executives of the Company appointed by the Company to take positions in the subsidiaries can vote following topics if they are firstly approved by the Board of Directors. Nevertheless, it shall be the case that when calculating transactions of the subsidiary companies compared to size of the Company following the principles stipulated in Notice of Capital Market Supervisory Board and the Stock Exchange of Thailand related to obtainment or distribution of asset, it shall pass the principles to be considered for approval by the Board of Directors including;

        • Transferring or waiving benefit including claiming to those who ruin the subsidiary companies.
        • Selling or transferring business of the subsidiary companies, wholly or partially, to other people.
        • Purchasing or accepting transfer of the business of other companies as the possession of subsidiary companies.
        • Making, revising or terminating the agreement related to about business lease of the subsidiary companies, wholly or partially, assigning other people to manage business of the subsidiary companies or consolidation with other people for purpose of profit and loss share.
        • Leasing or hire-purchasing business or assets of the subsidiary companies, wholly or partially
        • loaning, lending, crediting, guaranteeing or doing transactions obliged to the subsidiary companies to take more financial burden in case the outsiders lack liquidity or are unable to settle liabilities or any financial contributions to other people.
        • Business cease of the subsidiary companies.

     2. Subjects to be approved by shareholder's meeting of the Company with at least ¾ of all votes of shareholders who attended the meeting and had rights to vote before the subsidiary companies do transactions.

        • In case the subsidiary companies agree to do transaction with people involved in the subsidiary companies or obtainment or distribution of asset of the subsidiary companies by enforcing principles stipulated in Notice of Capital Market Supervisory Board and Notice of the Stock Exchange of Thailand (case by case) by compliance. Nevertheless, it shall be the case that when calculating transactions of the subsidiary companies compared to size of the Company, it shall pass the principle approved by shareholder’s meeting of the company as above principle.
        • Increasing capital by issuing capital-added share of the subsidiary companies and allocating shares as well as reducing authorized capital that is not proportionate of existing shareholding of shareholders that will result in the decrease of shareholding, directly or indirectly, of the company up to 10% of paid authorized capital of that subsidiary companies or it will cause the reduction of shareholding proportion of the Company directly or indirectly up to 50% of paid authorized capital of that subsidiary.
        • Any other operations that will bring about the decrease of shareholding proportion of the Company directly or indirectly in the subsidiary companies up to 10% of paid authorized Capital of that subsidiary companies or result in the reduction of shareholding proportion of the Company directly and indirectly in the subsidiary companies up to 50% of paid authorized capital of that subsidiary companies to do any other transactions that are not considered as normal operation of the subsidiary companies.
        • Business ceasing of the subsidiary companies, nevertheless, it shall be the case that when calculating transaction of business in the subsidiary companies compared to size of the Company by enforcing principles stipulated in Notice of Capital Market Supervisory Board and the Stock Exchange of Thailand associated with obtainment and distribution of asset, it pass the principles approved by shareholder’s meeting of the Company.
        • Any other transactions that are not normal operation of the subsidiary companies and they are transactions that affect the subsidiary significantly.
  2. The Board of Directors shall follow up the overall operation of the subsidiary companies and affiliation to be corresponding to work and budgetary plan continually and tracing the subsidiary companies to disclose information about cross-transaction and obtainment or distribution of asset to the Company as the Notice of Capital Market Supervisory Board and Notice of the Stock Exchange of Thailand (Case by case) completely and correctly.
  3. The Board of Directors shall provide the subsidiary companies that runs the major business, suitable and sufficient internal control system to prevent possible corruption in the subsidiary companies and it should have clear work system to show that the subsidiary companies have sufficient system to disclose information and do significant transactions according to principles continually and reliably and has channels for the directors and executives of the Company to perceive information of the subsidiary companies to follow up performance and financial statement, cross-transaction between directors and executives of the subsidiary companies and significant transaction of the subsidiary companies effectively. Besides, there shall be providing mechanism of inspection in the subsidiary companies by internal audit team and independent directors of the Company can access directly and result of such work audit shall be reported to directors and executives of the Company to ensure that the subsidiary companies complies with arranged work system regularly.

The Board of Directors realizes the importance of the good corporate governance. In order to ensure transparency and prevent the use of information of the Company that has not been made public to seek benefits for oneself, the Company devises related policy as follows:

1. Educate directors, executives, and executives in accounting or finance at a level of Division Manager and above or equivalent on their duties to prepare and submit the report of securities holdings of themselves, their spouses, and immature children to the Office of the Securities and Exchange Commission pursuant to Section 59, and determine the penalty pursuant to Section 275 of the Securities and Exchange Act B.E. 2535.
2. Directors, executives, and executives in accounting or finance at a level of Division Manager and above or equivalent are required to initially prepare and submit the report of securities holdings of themselves, their spouses, and immature children to the Company Secretary at all times prior to submitting to the Office of the Securities and Exchange Commission within 30 days from the date of appointment as directors or executives; or to report changes in securities holdings within 3 days from the date of trading, transferring, or acquiring the securities.
3. Directors, executives, as well as executives in accounting or finance at a level of Division Manager and above or equivalent, and concerned staff who have acknowledged the Company’s significant information which affects changes in the stock price have to suspend trading of the Company’s securities prior to the disclosure of the financial statements or financial position and the Company’s status until the Company discloses such information to the public. In this regard, the Company shall inform directors, executives, and executives in accounting or finance at a level of Division Manager and above or equivalent in writing to suspend trading of the Company’s securities for at least 30 days in advance of the disclosure of information to the public. In addition, they should wait for at least 24 hours following the disclosure of information to the public, as well as not to disclose such significant information to other people.
4. Requiring the executive directors to notify the Company at least 1 day in advance before buying/selling the Company's securities through the company secretary and report in the quarterly of the Board of Directors meeting.
5. Determine the disciplinary action in case of insider trading violations for purpose of seeking benefits for oneself in the form of written warning, reduction in pay, suspension without pay, or termination. The disciplinary action is subject to the intent of the action and severity degree of the action.