The Company understands and realizes the importance of good corporate governance. It means that the Company’s management and administrations are efficient, transparent, and auditable which leads to the trust and confidence to the shareholders, investors, other stakeholders.
In addition, good corporate governance shall add a firm’s value and contribute to the sustainable growth of the Company. The Company has complied with the corporate governance guidelines which comprise of five sections as follows:
Policies and Practices Relating to Stakeholders
The company has complied with the corporate governance guidelines which comprise of five sections as follows:
- 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 2022, the Annual General Shareholders Meeting of the company was held on 26 April 2022 at the E-Meeting room. The company disclosed the documents of the Annual General Shareholders Meeting on 25 March 2022 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 were sent to all shareholders in advance on 25 March 2022 by the registrar, Thailand Securities Depository Co., Ltd. (“TSD”) (not less than 14 days before the meeting). In addition, the company has a policy to reserve an option to shareholders by nominating one independent director to be a shareholder’s nominee attending the meeting and vote on behalf of them. On 22 November 2021, 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 in the 2022 Annual General Meeting by receiving the information until 31 January 2022.
- 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. In the 2022 Annual General Shareholders Meeting, all members of the Board of Directors attended the meeting and encouraged shareholders to attend and exercise their voting rights or appoint and person as a proxy to attend the meeting or any independent director to vote on his/her behalf in case of being unable to attend the meeting as well as giving shareholders equal opportunities to express their opinions, ask for explanations or ask questions. 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 22 November 2021 – 31 January 2022 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:
1. Shareholders and Investors
The company has a policy and guidelines on equitable and fair treatment of shareholders as follows:
- To perform their fiduciary duties and make decisions carefully for the equal benefit of each shareholder and the shareholders as a whole and to ensure no discrimination against the shareholders;
- 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; and
- 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 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 labor 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 emphasizes the recruitment and selection process without discrimination covering all employees and vulnerable groups such as a person with disability;
- The company actively encourages 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; and
- Impartially and equally open to feedback and suggestions by all employees.
The company does business with partners, competitors, counterparties 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. In addition, the company also focuses on environmental sustainability or green purchasing with business partners;
- 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; and
- Will not ask for, accept, or give any unlawful benefits from or to the business partners.
The company strictly complies 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 brought hospital standard, which received accreditations from the Institute from Hospital Quality improvement and Joint Commission International (JCI) accreditation, to serve patients and enhance quality standards for medical services.
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; and
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, enabling the good quality of life for the public, and also raising awareness on environmental sustainability for business partners;
- Strictly comply with the authorities' rules and laws in connection with the environment and stipulations of other related organizations; and
- 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, the environment, and the creation and the preservation of natural resources such as launched mobile medical units to remote communities, supporting exercise for good health events, and providing 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.
The company has implemented the anti-corruption practice approved by the company’s Board of Directors. The company implements anti-corruption policy and disseminates it to the general public as well as internal communication within the company. For instance; disseminating anti-corruption policies through the company’s website www.bangkokchainhospital.com on the good corporate governance section, and arrange the training and orientation for employees on anti-corruption policies. Furthermore, supplier and contractor of the company will be informed about the anti-corruption practice in order to create transparency of the company operation.
- The company sets a policy to prohibit bribery of any kind in all activities related to business operations. If the company needs to make a charitable donation, give business gifts, or provide financial support for any activities, it shall be done with transparency and no intention to convince government/private officials to take improper actions.
- These policies shall be notified and published both within and outside the organization as guidelines for all executives and employees to act ethically. The company also imposes strict sanctions against the executives and employees who are involved in internal fraud, bribery, or corruption.
- The company communicates and emphasizes these measures through in-house orientation and training sessions to ensure that all executives and employees are aware of the importance of anti-corruption policies, including its communication to employees about the company’s commitment to prevent and fight against all forms of corruption.
- The company sets a proper internal control system to prevent employees from being involved in fraud or corruption.
- The company provides communication channels for employees and stakeholders to report suspicions and be assured that they will be protected. In the meantime, officers will be assigned or appointed to investigate every reported detail.
- The company establishes clear anti-corruption measures which were approved by the resolution of the Audit Committee and Board of Directors meeting since 15 August 2017, with an annual review. The company also continuously implements related policies and measures, as well as communicates with people both inside and outside the organization, such as the disclosure of anti-corruption policies through the website: www.bangkokchainhospital.com, which includes good corporate governance, training and orientations for employees to enhance their knowledge and understanding, in line with notifying partners and contractors to ensure that the procurement and business operations of the company are honest and transparent in accordance with those policies.
Anti-Corruption Policy: https://www.bangkokchainhospital.com/storage/document/cg/bch-anti-corruption-policy-en.pdf
Anti-Corruption Handbook (Thai Version): https://www.bangkokchainhospital.com/storage/document/cg/bch-anti-corruption-brochure-th.pdf
9. Human Rights
The company gives importance to respect international human rights, to conduct 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. To demonstrate awareness and priority in promotion and preservation of human rights, the company established the human rights policy and practices as below;
- The company supports, promotes, and respects human rights. Honor and give each other fair treatment. The practice covers employees, patients, suppliers, business partners, and all stakeholders to encourage them for no division due to the difference in physical or mental state, including religions, races, nationalities, skin color, sex, languages, ages, social status, marriage status, cultures, or any other matters.
- The company will not be involved in the violation of human rights especially involving labor of the child under legal age as stipulated by law, forced labor, and illegal foreign workers within the company or the company's supply chain.
- The company provides communication channels for employees and stakeholders to report suspicions and be assured that they will be protected. In the meantime, officers will be assigned or appointed to investigate every reported detail transparently and promptly.
- The company established clear human rights policy which were approved by the resolution of the Board of Directors meeting since 16 January 2023, with an annual review. The company also continuously implements related policies and measures, as well as communicates with people both inside and outside the organization to enhance and maintain company culture adhering to and respect to the human right and no support any activities which is in violation of human rights. For more information on human rights policy published through the website: www.bangkokchainhospital.com.
Human Rights Policy (Thai Version): https://www.bangkokchainhospital.com/storage/document/cg/bch-human-rights-policy-th.pdf
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 which regarding to the compliance of its respect for intellectual property rights.
The company operates its business in accordance to the social development as well as complies with laws, regulations and rules issued by the government.
- 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 (56-1 One Report).
- 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 an Investor Relations Department (IR) 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 2022, the key IR activities are as follows:
Activities Number of Activities Annual General Shareholders Meeting 1 time Analyst Meetings 4 times Opportunity Day 4 times Statement of operating results to the public communication 4 times Domestic and International Roadshows 18 times Company Visits / Conference Calls 82 times
- Information about the company, financial performance, financial statement and the Stock Exchange of Thailand’s news can be found at www.set.or.th and the company’s website at www.bangkokchainhospital.com. If any investors or relevance persons have any questions or require additional information, please contact Investor Relations Department at Email: firstname.lastname@example.org or the company’s website at www.bangkokchainhospital.com or Tel: +662-836-9940
Reporting, Complaints, and Whistleblowing
The company supports whistleblowers by encouraging all stakeholders to request information, make complaints or report any misconduct by sending it to:
- Email: email@example.com
- Address: Complaint, Bangkok Chain Hospital Public Company Limited, 44 Moo.4 World Medical Hospital 22ndFloor Chaengwattana Road, Pakkret, Nonthaburi 11120
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 of Directors independently supervises, monitors, and evaluates the company’s performance and the performance of each top executive in accordance with the work plan.
2. Roles, Duties and Responsibilities of the Board of Directors
The Board of Directors is involved in the setting visions, missions, strategies, goals, business plans, budgets, internal controls, internal audit and appropriate 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 Executive Committee, the Risk 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 and Procedure for appointing new Directors
For the selection of new directors, the Board of Directors considers in the structure, board diversity and the expertise to complete the existing skill of the Board of Directors and personal qualification for directorship (Board Skill Matrix) as well as experience, skills, directorship performance who is not prohibited by the law and notification of the Security and Exchange Commissions. The company emphasizes gender equality to enhance efficient recruiting process of the Board of Directors. Furthermore, the Board of Directors’ Meeting No. 2/2022 on 28 February 2022 approved the appointment of the Nomination and Remuneration Committee to support the selection and nomination procedures of suitable candidates in line with company strategies to serve as directors including the determination of remuneration of directors appropriately.
The shareholders’ meeting shall elect the directors by majority vote in accordance with the following rules and procedures:
- Each shareholder shall have a number of votes at the equivalent of one share per one vote;
- Shareholders shall vote for each individual director; and
- 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 are mentioned under “Management Structure”).
At the Board meeting of the Board of Directors, the Chairman of the Board shall give an opportunity to each director to opine on each agenda. In addition, any director 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. The quorum for a meeting of the Board of Directors shall be two third of the total number of directors.
The company has set a clear and transparent policy on remuneration 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. Furthermore, the Board of Directors’ Meeting No. 2/2022 on 28 February 2022 approved the appointment of the Nomination and Remuneration Committee to support the selection and nomination procedures of suitable candidates in line with company strategies to serve as directors including the determination of remuneration of directors appropriately.
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 appointed Dharmniti Internal Audit Co., Ltd., 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.
Independent Internal auditing firm 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.
7. Board and Management Training
The company has a policy to promote and facilitate training and education for directors and management of the company for continuous improvement and performance. Directors and managements have passed training courses with the Thai Institute of Directors Association (IOD) in the Certification Program (DCP) and Director Accreditation Program (DAP).
The Company Secretary must prepare necessary information for the new director to facilitate the new director to knows the roles, duties, responsibilities, policies, business information, and guidelines for corporate governance of the company before performing his/her duties, as well as building knowledge and understanding in business for all directors in order to support the directors to perform their duties more efficiently. In addition, the company has a policy to regularly enhance knowledge for directors.