The Company’s Board of Directors has defined and formulated the way of establishing corporate governance of the Company in accordance with the standard set by the Stock Exchange of Thailand. The details can be summarized as following.
Bliss-Tel Public Company Limited believes that good corporate governance, which consists of a good management system, a board of directors and executives who have vision and are responsible for their duties, a control mechanism and a balance of power to ensure transparent and auditable management, respect for the equal rights of shareholders, and responsibility towards stakeholders, will be an important factor in increasing the value and maximum returns for the company’s shareholders in the long run. The board of directors has therefore established a policy on good corporate governance of the company, which emphasizes the internal control and audit system and the supervision of the executives to implement the policy effectively.
For the long-term benefit of shareholders under the framework of legal requirements and business ethics, the Board of Directors has jointly determined the Company’s corporate governance guidelines in accordance with the principles of good corporate governance set by the Stock Exchange of Thailand, which can be summarized as follows:
Category 1 The Principles of Corporate Governance
1) The Princicples of Corporate Governance
The Company’s Board of Directors is aware that it is important to have the Principles of Good Corporate Governance. Therefore; there are policies to ensure the transparent corporate governance. Each responsibility is clearly defined. Moreover, the Company has placed the importance on the controlling system and internal auditing. For the risk management, the Company tries to control and manage risks closely and also bear the issue of morals in running the business in mind.
The Company also ensures fairness to all partners, shareholders, and every interested person.
The Company has a policy to conduct shareholder meetings in accordance with the law, the Company's regulations, and the shareholder meeting guidelines set by the authorities. The Company has a policy to publish meeting information and meeting agenda documents on the Company's website for shareholders' information.
At every shareholders' meeting, at least one independent director shall be appointed as a proxy for shareholders who are unable to attend the meeting and such appointment shall be stated in the meeting notice.
In every shareholders' meeting, all directors, especially the chairman of the board and the chairs of the subcommittees, should attend the meeting to answer questions from the shareholders' meeting.
In the meeting, the Company will allocate time to allow shareholders to freely express their opinions, suggestions or ask questions on various agendas before voting on any agenda. In the shareholders' meeting, directors and executives will attend the meeting to answer questions at the meeting, and important questions and opinions will be recorded in the meeting report for shareholders to review.
2) The Right and Equality of Shareholders
The Company places an equal importance on every shareholder. For instance, the Company will report performance to the shareholders on the regular basis. The progress will be reported directly to the shareholders or through the Stock Exchange of Thailand (“SET”). The Company also sends the invitation letter to the meeting and all related documents to the shareholders 7 days before the meeting which agrees with the Company’s regulation which require the completed minute of meeting for shareholders. Moreover, the Company will assign at least 1 audit committee member to achieve the attorney from the shareholders in the shareholder meeting in case the shareholder cannot attend the meeting. The Company also runs the shareholder meeting 1 time a year. If there is the urgent issue for the shareholders to consider, the Company will arrange some special shareholder meeting.
In addition, no additional agenda items will be added to the meeting agenda without prior notice to shareholders. In the event that a shareholder is unable to attend the meeting in person, the shareholder is given the opportunity to appoint an independent director or any person to attend on his/her behalf by using the proxy form that the company has sent with the meeting invitation. The directors’ votes are transparent according to the agenda items specified. The agenda item on director election will allow shareholders to exercise their rights to appoint directors by voting on an individual basis.
3) The Right of Stakeholders
The Company also places an importance on the stakeholders from every group. The details are listed below.
Behaving to all employees fairly and give the appropriate remuneration.
Buying any product or service from partners will be made in accordance with the trade terms and the partner contracts.
Paying attention to the customers and providing the best performances to the customers in term of the quality of the products and the after sale services and keeping the customers’ confidential.
Following the rules and avoiding any dishonest way to destroy business contenders. Responsible for community and social environment.
4) The Shareholder Meeting
The Company has a policy to disclose information and data correctly, completely and in a timely manner so that stakeholders can be informed of information showing the financial performance and other information. Interested parties can access various information of the Company, including financial statements and annual reports. The Company will update the information to be current regularly. The quality of financial reports is an important issue for shareholders and outsiders. The Board of Directors must therefore ensure that the information presented in the financial reports is accurate and in accordance with generally accepted accounting standards and has been audited by an independent auditor. A clear policy for disclosing information to the public (Disclosure Policy) has been established, such as providing an explanation and analysis by the management to accompany the disclosure of financial statements every quarter, so that investors are informed and understand the changes.
that occur with the financial position and performance of the Company in each quarter better, in addition to the numerical data in the financial statements alone. Submit financial reports to the Stock Exchange of Thailand and the SEC within the specified time so that investors are informed and understand the changes that occur with the financial position and performance of the Company. The Company has a policy of disclosing important information to the public as follows:
The Company’s Objectives
The Company’s financial position and performance, structure, shareholding and voting rights
List of directors, various subcommittees, chairman, executive board, managing director and remuneration
Material Foreseeable Risk Factors and Policies for Risk Management, both operational and financial
Corporate Governance Structures and Policies, including the board’s responsibilities for financial reporting and the report of the chairman of the audit committee, etc.
Disclose in the annual report the number of times each Director and/or Sub-Committee member attends meetings, in comparison with the number of Board and/or Sub-Committee meetings held each year.
Disclosure of information as required by applicable laws or regulations. The Company has published such information for shareholders, investors and related persons to be informed through various channels, including the Stock Exchange’s news system, the Company’s website (WWW. blissintelligence.co.th) and the annual information disclosure form (56-1), etc.