The
Board of Directors of Sahaviriya Steel Industries Public
Co., Ltd. (SSI) is well aware of its role and responsibilities
in promoting good corporate governance as a way of ensuring
that its operations prosper and achieve stable growth.
This requires the effective, transparent type of management
most likely to promote confidence in the Company, which
in turn affords SSI and its shareholders the highest benefit
in the long term. The Board of Directors further agreed
that the implementation of good corporate governance requires
the co-ordination of four parties, namely the Board itself,
SSI's management, the Company's independent auditors,
and the Company's internal audit office.
At the end of 2002, the Board of Directors officially
approved a resolution adopting the principles of good
corporate governance as Company policy. These principles
accord with the 15 principles laid down by the Stock Exchange
of Thailand, which are as follows:
1. The Board of Directors
is well aware of its responsibility to protect the interests
of shareholders, to treat them equally, and provide each
of them equal access to corporate information.
2. The Board of Directors
shall ensure that meetings of shareholders are conducted
in accordance with the law and the guidelines laid down
by the Securities Exchange Commission and the Stock Exchange
of Thailand.
3. The Board of Directors
shall attend to the rights of stakeholders and govern
the Company's operations so that they accord with all
relevant laws.
4. The Board of Directors
is responsible for determining the Company's vision and
mission, ensuring that management's strategies accord
with them, and maintain effective procedures of risk management
and internal controls.
5. The Board of Directors
must consist of no less than three directors who are independent.
6. The Board of Directors
may establish various committees, such as the Board of
Executive Directors or Audit Committee, whose purpose
is to study or consider matters before submitting them
to the deliberation of the full Board. Other committee
may be established as needed.
7.
The
Board of Directors has seen fit to divide the functions
of Chairman of the Board of Directors, Chairman of the
Board of Executive Directors, and President among different
individuals, with the authority and duties of each position
being clearly defined. It has also seen fit to adjust
the Authorization Chart Manual from time to time so as
to clarify the scope of authority to be exercised by the
Board and by those in management who have been assigned
authority.
8.
The
Board of Directors must hold regular meetings
at least once every three months, and other special
meetings may be held at other times if necessary.
Each meeting must be appointed in advance, along
with a clear agenda for that meeting. All documents
necessary for that meeting must be prepared and
sent to Board members, as per regulations, so
that they have sufficient time to peruse the documents
before participating in the meeting.
9. The
Board of Executive Directors must have regular meetings
at least once per month, and other special meetings
may be held at other times if necessary. Each meeting
must be appointed in advance, along with a clear
agenda for that meeting. All documents necessary
for that meeting must be prepared and sent to Board
members, as per regulations, so that they have sufficient
time to peruse the documents before participating
in the meeting.
10. The Board of Directors is responsible
for considering whether the payment of compensation
to directors is appropriate, transparent, and free
of conflicts of interest. The amount of compensation
to be paid is, in any case, determined by a resolution
from a meeting of shareholders.
11. The Board of Directors shall establish
a code of business ethics for the Company's operations
and principles of good practice for directors and
staff, and shall communicate them to all relevant
parties.
12. The Board of Directors
shall establish a clear policy whereby conflicts
of interest that involve directors, management,
or shareholders will be eliminated in ways that
are scrupulous, honest, ethical, reasonable, and
independent of all but moral considerations.
13. The Board of Directors
recognizes the need for internal control systems,
whether financial, operational, or administrative.
For this reason, the Board has established a separate
Office of Internal Audits within the Company.
14. The Board
of Directors shall regulate the Company's affairs
in such a way that investors may be convinced of
the full, prompt, and accurate disclosure of all
significant information regarding the Company.
