Corporate governance policy
Corporate governance policy

The success of SPRC depends upon its efficient, transparent, and auditable management systems that create trust and confidence amongst its shareholders and stakeholders.

SPRC, through its directors, executives, and employees, commits to the principles of good corporate governance in compliance with the relevant rules, regulations and guidelines of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission, and aims to attain the highest international standards and best practices in the adoption and implementation of sound principles of good corporate governance.

The Board of Directors has established the Corporate Governance Policy by categorized into 5 categories.

  • (1) The rights of shareholders
    SPRC recognizes and values basic rights of shareholders on;

      right to sell, buy, or transfer shares,
      right to share in the business' profit,
      right to receive sufficient information about the business in a timely manner and on a regular basis,
      right to attend shareholders meetings to exercise the rights to vote in the appointment or removal of directors and appointment of auditors,
      right to attend shareholders meetings to exercise the right to vote in any matters affecting the Company such as allocation of dividends, specification or amendment of Articles of Association and Memorandum of Association, decrease or increase of capital, or approval of extraordinary transactions.

    SPRC values the importance of the shareholders meeting where SPRC’s shareholders can exercise their rights as shareholders. For this reason, SPRC will provide notifications and hold shareholders meetings such that all shareholders may attend the meetings, gain access to adequate and timely information, pose questions or seek explanations, and exercise voting rights in an equitable and transparent manner.

    SPRC’s Directors and Management are required to attend the shareholders meetings to answer questions and listen to comments and suggestions of shareholders for appropriate consideration and further process.

    SPRC shall allocate sufficient time for the meeting and the shareholders shall be notified of the meeting’s rules and voting processes.. The minutes of the meeting shall be publicly available on website in timely manner but no later than fourteen days from the date of the meeting.

  • (2) Equitable treatment of shareholders
    It is SPRC’s policy to equitably and fairly treat and protect the rights of all shareholders, whether an executive or non-executive, Thai or non-Thai, major or minor shareholder. The shareholders have the rights to nominate candidates for directors and to authorize independent directors or other persons as proxies who may attend the meeting and vote on behalf of the shareholders in accordance with the rules to be specified by the board of directors and notified to the shareholders in advance.

    SPRC’s directors, executives and employees as well as spouses and minor children of such persons are prohibited from the improper use of inside information. SPRC’s directors and executives shall regularly report the holding of SPRC’s securities by them, their spouses, and their minor children, as well as the change in such holdings to SPRC and the SEC.

    SPRC’s directors, executives and employees as well as spouses and minor children of such persons are prohibited from seeking personal benefits from engaging in business with SPRC. If such a transaction is unavoidable, it shall be carried out with transparency, strictly on a commercial arm’s length basis and always taking into consideration, on balance, the best interest of SPRC. SPRC’s directors, executives and employees having an interest in such transactions must not take part in its approval process.

  • (3) Roles of stakeholders
    SPRC values the rights of stakeholders and promotes cooperation between SPRC and the stakeholders as well as other concerned parties including shareholders, employees, customers, trade partners, government agencies, communities, and society in order to create sustainability of our business.

    SPRC’s directors, executives and employees are required to comply with SPRC’s Business Conduct Policy which has been established to ensure SPRC exhibits fairness, honesty, and integrity in all our dealings with stakeholders.

  • (4) Disclosure and transparency
    SPRC is committed to disclosing accurate, complete, and transparent information, both in terms of financial reports and general information, in accordance with the rules of the SEC and the SET, as well as essential information that may impact the price of SPRC’s shares or which may affect the decision-making process of investors and stakeholders of SPRC so that all relevant parties have equal access to such information. All information disclosed to investors shall be accurate, adequate for decision-making by the investors, and should not cause any misunderstanding.

    Apart from disclosure of information in accordance with the rules specified and through the channels of the SET, SPRC has established a website to disseminate up-to-date information to shareholders and stakeholders in both Thai and English.

    The Board of Directors is required to present its responsibilities concerning SPRC's financial statements in SPRC's annual report by specifying that the financial statements are prepared in accordance with generally accepted accounting standards and the accounting policies are appropriately applied.

  • (5) Responsibilities of the board of directors
    The Board of Directors is accountable to the shareholders for both business operation and corporate governance to deliver superior business and operational performance and long term growth in shareholder value.

    The Board of Directors have a number of important responsibilities and accountabilities to shareholders under the Public Limited Companies Act, the Securities and Exchange Act, the SET and SEC listing rules and guidelines, SPRC’s Article of Association, the resolutions of shareholders’ meeting, as well as the Board of Directors Charter, and shall execute these responsibilities and accountabilities with due care and integrity.