The Board of Directors of the Company has put its priority on rights and fair treatment toward the shareholders by stating clearly in the policy that the shareholders of the company are eligible to receive the share certificate and right to transfer shares, right to receive timely and sufficient information in a format suitable to the decision making, right of shareholders to attend the meeting and cast a vote in the meeting of shareholders for change in major policies of the Company, right to elect and remove the directors and right to appoint the auditor and right in the profit sharing.
Prior to the Annual General Shareholders Meeting, shareholders have the rights to receive an invitation notice for the the Annual General Shareholders Meeting, including the information on the date, time, location of the meeting, detailed information of agenda items, rules and procedures to attend the meeting and issues for consideration. In 2016, the the Annual General Shareholders Meeting of the Company was held on 26 April 2016 at the Meeting Room on 22nd floor of World Medical Center Hospital, No. 44 Moo 4 Chaengwattana Road, Pakkred, Nonthaburi. The Company disclosed the documents of the Annual General Shareholders Meeting on 25 March 2016, not less than 30 days prior to the the Annual General Shareholders Meeting date, via the Company’s website in both Thai and English. The invitation notice, with attachments of agendas of the meeting, Board of Directors’ opinion, proxy form B as well as informing the date, time, venue, map as well as all relevant information was sent to all shareholders in advance on 29 March 2016 by the registrar, Thailand Securities Depository Co., Ltd. (“TSD”) (not less than 21 days before the meeting). In addition, the Company has a policy to reserve an option to shareholders by nominating one independent directors to be a shareholder’s nominee attending the meeting and vote on behalf of them. On 21 December 2016, the Company has informed the shareholders, through SET’s website and the Company’s website www.bangkokchainhospital.com section Investor Relations to propose any issues as agendas in the Annual General Meeting for the year 2017 by receiving the information until 10 February 2017.
On the meeting date, the Company used barcode system in registration and ballot counting for timeliness and efficiency. In addition, the Company invited an independent individual from legal consultant company to be a meeting inspector, to observe the meeting and review the vote collecting and counting procedures, to ensure that the meeting was conducted with transparency. Also, the Chairman of the Board and the Chairman of the Committees attended the meeting in order to provide shareholders the equal opportunity to ask, suggest, or discuss on issues relevant to the agendas or the Company’s operations before casting vote on each agenda. Significant opinions and/or queries will be recorded in the minutes of the meeting by company secretary.
After the Annual General Shareholders Meeting, the Company duly submitted the summary of meeting resolutions to the Stock Exchange of Thailand within 14 days of the Annual General Shareholders Meeting date. The minutes of the meeting have been disclosed on the Company’s website www.bangkokchainhospital.com section Investor Relations for shareholders and public to access the Company’s information in time.
The Company strictly provides equal and fair treatment to all shareholders and stakeholders;
The Company has an explicit organization structure as well as the policies to prevent any conflict of interest. For example, directors or executives who involve in the related party transaction that may invoke the conflict of interest, they should not vote. Consistently, the Company shall escalate the issues to the audit committees for their considerations and opinions of the related party transaction before presenting to the Board of Directors. In addition, the Company also discloses the related party transactions in the financial statements in accordance with Thai Financial Reporting Standards;
Prior to the shareholders’ meeting, the Company sent out the invitation letter with sufficient information of each agenda to shareholders for their considerations before approvals in the shareholders’ meetings, e.g. dividend payment, appointment of directors, consideration of directors’ remuneration, appointment of auditors as well as audit fee, and any significant matters, such as amendments of the Company’s articles of association, issuance and offer for sale of debentures, etc.;
The Company has a policy to provide an option to shareholders in which they may nominate an independent director of the Company on their behalf to attend and vote in the meeting;
The Company reserves the right of each shareholder to select, consider and appoint new members of the Board of Directors. In this case, the Company also informed via SET’s websites and the Company's website since 21 December 2016 - 10 February 2017 for shareholders’ actions.
Every director and executive must regularly submit to the Board a report of their ownership of the Company’s shares.
The Company realizes the importance of the right of each stakeholder as described below:
To perform their fiduciary duties and make decisions carefully for the equal benefit of each shareholder and the shareholders as a whole;
To present, on a regular basis, its status through the operating result and statement of financial position of the Company including other necessary reports based on accuracy and actuality.
To report to the shareholders on future trends of the Company both positive trend and negative trend based on the feasible assumptions with the relevant rationale and supporting information;
Not to seek any benefit for themselves or other persons by using the Company’s information which has not been publicly disclosed and not to take any action in a manner which may give rise to conflicts of interest.
The Company has a policy and guidelines on equitable and fair treatment of shareholders as follows:
The Company is aware that its employees are the most valuable asset of the Company and are crucial to achieve the Company’s goals. The Company has therefore set up the following policy that supported employees to have a quality of life with respect to fair employment conditions, promotional opportunities, appropriate remuneration and safely workplace as follows:
Complying with rules and regulations in relation to labour law;
To keep the working environment safe for employees’ lives and property;
To treat each employee with respect for their honor, dignity and right of privacy;
Giving remuneration of various types to employees fairly and providing appropriate welfare and other benefits for employees that are comparable to those of other companies in the same or similar business and as prescribed by law, such as provident fund and right to reimbursement of medical expenses with the hospitals in the Group;
The appointment, transfer, reward and punishment for any employee shall be done based on good faith and the knowledge, capacity and suitability of such employees;
To provide knowledge and capacity enhancements for employees by offering them continuous improvement programs which include training, seminars and workshops; such as Excellent Management Course by Thammasat Consulting Networking and Coaching Center;
The Company actively encourage its employees to comply with the energy saving and environmental management program for efficient use of the resources.
To avoid any unfair action that may affect the employment stability and mental health of employees;
Provide communication channels for the employees to report abuses or unlawful acts;
Impartially and equally open to feedback and suggestions by all employees.
The Company does business with partners, competitors, creditors, counter-parties and others according to the trade terms and conditions or agreements that are contractually fair and ethical by taking into consideration the suitability of price, quality and services provided as follows;
The Company does not support partners with unethical business practices, illegal actions, corruption or human rights violations;
Strictly comply with the terms and conditions agreed upon by the business partners. In case, unable to fulfill the terms and condition, issues must be promptly informed and solved.
Will not ask for, accept, or give any unlawful benefits from or to the business partners.
The Company strictly comply with the credit terms and conditions with respect to the repayment and do not misuse the loans for other purposes other than what have been stipulated in the loan agreements; In addition, the Company will notify the creditors in advance if the Company fail to comply with the loan terms in order to acquire solutions.
The Company committed to have good quality, service and safety standards by the Quality management system. Therefore, The Company has also received HA certification from the Institute from Hospital Quality improvement and Accreditation, Joint Commission International (JCI) and DNV GL (Det Norske Veritas) which are the international health accreditation.
The Company competes with its competitors fairly and in accordance with the rules and regulations. Also, the Company shall not exploit confidential information of the competitors with unfair and unethical method. Procedures relating to competitors are listed as follows;
Treating competitors according to the rule and manner of good and fair competition;
Not intentionally destroying reputation of competitors with groundless slander;
Not seeking confidential information of competitors with fraudulent, dishonest, or inappropriate method or in breach of laws.
7. Community, Social and Environment
The Company believes in conducting business according to business ethics and good corporate governance principles as follows;
Constantly create awareness about social and environmental responsibility among all levels of employees;
Pay back to the society by supporting social and environmental development activities;
Carry out activities taking into account impacts on the society and communities by means of conserving the natural resources, protecting the environment, and enabling the good quality of life for the public;
Strictly comply with the authorities' rules and laws in connection with the environment and stipulations of other related organizations;
Give priorities to activities for community and social development, as part of the core policies of the Company, including the development of the society, the community and the environment, and the creation and the preservation of natural resources such as launched mobile medical units to remote communities, supported exercise for good health events and provided health check-up and treatment for the paupers.
The Company conducts business with a commitment to avoid corruption of all forms, and institutes a risk management and audit process to prevent and control corruption and malfeasance. Also, the Company encourages corporate culture where people are firmly committed to integrity and ethics. In 2016, the Company has been included in the list of Signatory Companies of Thailand’s Private Sector Collective Action Coalition Against Corruption’s Declaration of Intent, which is a collaboration among various business organizations, including Thai Institute of Directors Association, Thai Chamber of Commerce, Tourism Council of Thailand, the Federation of Thai Industries, the Joint Foreign Chambers of Commerce in Thailand, the Thai Bankers Association, Thai Listed Companies Association and the Federation of Thai Capital Market Organizations. For more information, please see Anti-Fraud and Corruption Policy, presented on the Company’s website.
9. Human Rights
The Company gives importance to respecting international human rights, to conducting business in compliance with laws, while embracing human rights which are the basic rights ensuring that all human beings are born free and equal in dignity and rights without discrimination against gender, religion, culture, race and sexual harassment.
10. Intellectual Property Rights
The Company realizes the importance of intellectual property rights and will not encourage any violation of patents, copyrights, trademarks, information, information technology and any other aspects of intellectual assets. Regarding the compliance of its respect for intellectual property rights.
The Company operates its business for developing of the society by compliance with laws, regulations and rules issued by the Government in operating its general business.
12. Reporting of Concerns and Whistle-Blower Service
The Company supports whistle-blower service by encouraging all stakeholders to request information, complain or report any misconducts by sending to:
Address: Bangkok Chain Hospital Public Company Limited, 44 Moo.4 World Medical Center Hospital 22ndFloor Chaengwattana Road, Pakkred, Nonthaburi 11120
The Company shall disclose any relevant information regarding financial performance, shareholding structure, and good corporate governance with accuracy, completeness, regularity, timely manner, transparency and on reliable basis as in Annual Report and Annual Registration Statement (Form 56-1).
The Company has clearly and transparently determined and disclosed the remuneration policy for directors and management which is approved by shareholders. The remunerations for directors and management are based on the companies in the same industry with similar size of operation and also related to the Company’s profitability and performance of each individual.
The Board of Directors is responsible for the consolidated financial statements of the Company and its subsidiaries and information as appeared in the annual report. The financial statements have been prepared in accordance with the Thai Financial Reporting Standards using appropriate and consistent accounting policies. The financial statements were prepared with caution and were evaluated for appropriateness of the overall presentation of the financial statements. There is sufficient information disclosure in the notes to the financial statements. The Board of Directors has set up the Audit Committee comprises of independent directors to oversee the quality of financial report and internal control system.
The Company has set up an investor relations function in order to provide the relevant information with completeness, accuracy, actuality, reliability, timely manner and transparency to the external parties such as Shareholders, Institutional Investors, Investors, Analysts and other relevance units with integrity and transparency. In addition, the Company provides a central point of investor contact: Mr.Pumipat Chatnoraset, Director of Finance and Investor Relations to directly interact with all relevant external parties. In 2016, the Company set up 4 of Analyst’s meeting and 20 of Company visit by gave relevance information of the Company, Financial Performance, Financial Statement and The Stock Exchange of Thailand’s News at www.set.or.th and the Company’s website at www.bangkokchainhospital.com. If any investors or relevance persons have any questions or additional information please contact to Director of Finance and Investor Relations Tel: +662-836-9940 Fax: +662-106-4858 E-mail:firstname.lastname@example.org or the Company’s website at www.bangkokchainhospital.com
1. Structure of the Board and Sub-Committees
The Board of Directors consists of various qualified persons who play an important role in setting the Company’s policy together with top executives and determining the business plan both in short-term and long-term as well as the financial policy, risk management, and the organization’s overview. In addition, the Board also supervises, investigates and evaluates the Company’s results of operations and performance of each top executive to be in line with plan independently.
Presently, the Company has 10 directors which comprise of 5 executive directors, representing 50.0 percent of all directors; 1 non-executive director, representing 10.0 percent of all directors; and 4 independent directors, representing 40.0 percent of all directors. In such a way, it complies with the minimum requirement of the regulations of the Securities and Exchange Commission, Thailand (SEC) and the Stock Exchange of Thailand (SET). In addition, the Board has appointed sub-committees; 1) The audit committee comprised of 3 independent directors, has the duration for position for each 2 years (names as mentioned under "Management Structure") and 2) The Executive Committee comprised of 6 executive directors (names as mentioned under "Management Structure"), in order to handle specific tasks and propose to the Board of Directors for consideration and acknowledgement. Each sub-committee has its rights and duties prescribed in the scope and responsibilities of each. The Company has segregation of roles, duties and responsibilities between the Board and top executives clearly. The Board has their duties for setting the Company’s policies and monitoring implementation by top executives in policy level, while top executives have their duties regarding the management in compliance with the Company’s policies. Therefore, the Chairman of the Board of Directors is not the same person as the Chief Executive Officer. Both positions must be selected by the Board of Directors for the most appropriate persons.
2. Roles, Duties and Responsibilities of the Board of Directors
The Board of Directors involves in the setting of the Company’s vision, mission, strategies, goals, business plans, budgets, internal control, internal audit, and suitable risk management. The Board also ensures that plans are carried out efficiently and effectively. The Board follows up the aforementioned operations regularly in the Board of Directors’ meeting. In addition, the Board sets the scope, roles and responsibilities for each committee; the Board of Directors, the Audit Committee, the Management Committee and Chief Executive Officer clearly and transparently.
The Company sets the disciplines and practical guidelines for business ethics in written including the punishment for related persons to follow the Company’s mission honestly. The Company has a policy and guiding principles to act in avoiding the unethical problems under laws and traditional practices. In addition, the Company has an ethic in service fee in which patients can review the details of services under the nursing business law B.E. 2541, including an ethic in public relation by which the Company acts under the private nursing business law.
The Company has clear management structure including various methods to prevent any conflict of interests. For example, in case the director enters into the related party transactions that may invoke the conflict of interest, that director will be prohibited to vote. The Company shall escalate the issue to the Audit Committee for their considerations and opinions before presenting to the Board of Directors. In addition, the Company has disclosed the related party transactions in the financial statements in conformity with Thai Financial Reporting Standards.
3. Criteria for selection of Directors
The Company does not have an established nominating committee to select directors. The Board of Directors considers in the structure, diversity and the expertise to complement the existing skill of the Board of Directors and personal qualification for directorship as well as experience, skills, directorship performance and who is not prohibited by the law and notification of the Security and Exchange Commissions. The criteria for selection of directors according to the Company Article of Association are as follows:
The shareholders’ meeting shall elect the directors by majority vote in accordance with the following rules and procedures:
1. Each shareholder shall have a number of votes at the equivalent of one share per one vote;
2. Shareholders shall vote for each individual director; and
3. After the vote, the candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in the order until all of the directorial positions are filled. In the event of tie vote, the Chairman shall have the casting vote.
The Company shall arrange an orientation for the new directors so that they know the Company’s information and understand their roles and responsibilities in the position of the Company’s director as well as the related laws and regulations. The topics in the orientation shall cover vision and mission of the Company, company profile, shareholding structure, organizational structure, management structure, business plan, and historical agendas in the meeting of Board of Directors. Also, the Company’s manual books shall be given to the new directors for their further study.
4. Board Meetings
The Board of Directors usually meets four times a year and the extraordinary meetings are carried out as necessary. The agendas of the meeting shall be clearly set in advance. Additionally, the performance evaluation shall be regularly set and considered in the board of directors’ meeting. The Company sends the invitation letters with the agendas and supporting documents to directors for their considerations and study at least 7 days before the meeting. (Details of each committee’s meetings in 2016 are mentioned under “Management Structure”).
At the Board meeting, any directors or management who may have vested interest in any agenda item under consideration must not attend the meeting or must abstain from voting on such agenda item. This is to ensure that the Board and management make decisions for the utmost benefit of shareholders.
In addition to the Board of Directors’ meetings, there was a non-executive directors’ meeting held in the year 2016, in order to discuss the operational management issues without the participation of executive management.
The Company has set the policy for directors and management remuneration clearly and transparently and is approved by shareholders. The remunerations for directors and management are based on the companies in the same industry with similar size of operation and also related to the Company’s profitability and performance of each individual.
6. Controlling System and Internal Audit
The Company realizes the importance of internal control for both managerial level and operational level. The roles and responsibilities of both management level and operational level are clearly set as well as the delegation of power is also set for the continuity of business. The Company oversees the use of assets and has segregation of duties to assess the performance across departments. In addition, the Company has internal control over financial transactions of which all transactions shall be reported directly to the financial management.
The Company has set up an internal audit department which is an independent unit to perform any investigation and to report directly to the audit committee in order to ensure that the business operations are in line with the regulations (Compliance Control).
Internal audit team has duties to perform an investigation on every activity as its annual plan i.e. accounting records, bank deposit, and inventory and fixed assets observation. In case of doubts or unusual events occurred, they will investigate the operations of those departments immediately until the doubtful transaction is verified. Subsequently, the results of those issues shall be reported to the Audit Committee.
In 2016, the Company considered to approve the appointment of Dharmniti Internal Audit Company Limited, which is a qualified independent internal auditing firm, to be the internal auditor of the Company. The selection criteria were; its sufficient number of personnel, experience, knowledge, capabilities and its independency to perform duties as an internal auditor in accordance to the assessment program of the Company’s internal control system.
7. Board and Management Training
The Company encourages all directors and management to take a training course in accordance with the corporate governance guidelines. All training expenses shall be paid by the Company. The training courses are Director Certification Program (DCP) (1 director was successfully attended) and Director Accreditation Program (DAP) (10 directors successfully attended).
In 2016, The Board has a policy to continuously encourage and support the directors’ development such as: SDP / SCP straight through program, CSR for Corporate Sustainability, Annual General Shareholders Meeting (AGM) Checklist and Thailand's Private Sector Collective Action Coalition Against Corruption (CAC) program.