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The Company places importance on good corporate governance to ensure that business practices are ethical, responsible, transparent, auditable, respect the equitable treatment of shareholders, responsible for all stakeholders, and at the same time support missions that will lead to achieving the Company’s vision. The Board of Directors reviews the corporate governance principles on a yearly basis. The corporate governance principles and the Code of Conduct approved in 2015 are in line with both OECD (Organization for Economic Cooperation and Development) and CG Principles of SET. Details of our corporate governance principles and Code of Conduct are available on the Company’s website (www.bigc.co.th > investor relations).

Corporate Governance of its Subsidiaries and Affiliates : Subsidiaries use same policy and governing as Big C.
For affiliates, we send representatives on the basis of pro rata of shareholding as board members of the affiliated company who can jointly make key decisions.

Summary of Corporate Governance under the CG Best Practice is following:


The following principles are set to protect and facilitate the exercise of shareholders’ rights

A) Big C protects basic shareholders’ rights as follows:

  1. Right to secure ownership registration
  2. Right to convey or transfer shares
  3. Right to share the profits of the corporation
  4. Right to obtain relevant and material information on the corporation on a timely and regular basis
  5. Right to participate and vote in general shareholder meetings
  6. Right to elect and remove members of the board

B) Big C Shareholders have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as:

  1. Amendments to the statutes, or articles of association or similar governing documents of the company
  2. The authorization of additional shares
  3. Extraordinary transactions, including the transfer of all or substantially all assets, which in effect result in the sale of the Company.

C) Big C Shareholders have the opportunity to participate effectively and vote in general shareholder meetings and are informed of the rules, including voting procedures that govern general shareholders’ meetings:

  1. Big C Shareholders are provided with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.
  2. Big C Shareholders can ask the Board questions, including those related to the annual external audit, to add more items onto the agenda of general meetings, and to propose amendments to Articles on Association of the Company.
  3. Big C supports effective shareholder participation in making key corporate governance decisions, such as the nomination and election of board members. Shareholders are able to make their views on the remuneration policy known to board members. The subject of equity in compensations for board members shall be subject to shareholders’ approval.
  4. Big C Shareholders shall be treated equally and given equal opportunities to vote either in person or by proxy.

D) Any shareholders’ agreement that enables certain shareholders to obtain a degree of control disproportionate to their equity ownership will be disclosed in the Annual Report.

E) Markets for corporate control should be allowed to function in an efficient and transparent manner.

  1. The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions should occur with transparency and under fair conditions that protect the rights of all shareholders according to their share classification.
  2. Anti-takeover devices should not be used to shield management and the board from accountability.

F) Big C shall facilitate the exercise of ownership rights by all shareholders.

G) Big C shall not cause any obstacle for shareholders to consult with each other on issues concerning their basic rights as shareholders.

Examples of our implementation of the principles outlined above:

  1. The Company has appointed TSD as the Company’s share registrar
  2. The Company proposed dividend on a regular basis and in line with the dividend payment policy
  3. The Company provided sufficient information on a timely basis. Shareholders can access the Company’s information through the Company’s investor relations website. The Company gathered beneficial information for shareholders and investors and updated them on a regular basis.
  4. The Company provided shareholders with a clear AGM agenda in accordance with the law and in line with best practice guidelines in keeping agendas for directors’ appointments and remunerations separated.
  5. The Company promoted shareholders’ right to participate in the AGM as follows:
    AGM 2015 Shareholders’ privileges in relation to the meeting
    Shareholders were given opportunities to propose an agenda, nominate directors or ask questions prior to the meeting. 30 September to 31 December 2014 More than 3 months
    Date and venue of the meeting Wednesday, 8 April 2015,
    at Arnoma Hotel Bangkok
    • Easy to access, with many modes of public transportation (by bus or BTS etc.);
    • Used recorded dates to identify shareholders who could attend the meeting.
    Registration starts 11 a.m. 3 hours before the meeting commenced
    Meeting started 2 p.m.
    • Used barcode for e-registration and e-voting;
    • Dispatched staff to check and facilitate registration documents;
    • Institutional investors could register early.
    Published details about the meeting on the company’s website under “investor relations” 6 March 2015 33 Days prior to the meeting
    Sent meeting details by post 18 March 2015
    • 21 Days prior to the meeting, available both in Thai and English;
    • Clear agenda, such as separation between directors’ election and directors’ remunerations;
    • Each agenda has clear purposes, e.g., for information or for consideration. The Board’s opinion is also clearly presented;
    • Documentation required at the meeting, meeting regulations and voting requirement are specified;
    • All types of proxy are included in the announcement of the meeting
    Advertisement in newspapers 1-3 April 2015 3 consecutive days prior to the meeting
    Submitted shareholders’ resolutions to SET 8 April 2015 Same day of the meeting
    Published minutes of the meeting on the Company’s website, under “investor relations” 22 April 2015 Within 14 days after the meeting
  6. Transparency and governance of the AGM proceedings
    1. Before the meeting started, the Chairman of the Meeting assigned a person to introduce the Board, executives, external auditor, legal advisor who supervised the vote counting process and provided explanation (if any) to the meeting. Shareholders at the AGM were briefed on meeting regulations which include voting procedure, void ballot criteria, ballot collection, vote counting and announcement and required votes for each agenda according to the Company’s Articles of Association.
    2. During the meeting, shareholders could share opinion or make inquiries on each agenda. An Interpreter (from Thai to English) was hired for foreign shareholders. Key questions and responses were recorded in the minutes of meeting.
    3. All decisions were based on one share - one vote principle. Ballots were used for every agenda under consideration. Particularly the election of directors, voting was proceeded on an individual basis. The Company could not use cumulative voting, as it is obliged to comply with the Company’s Articles of Association. Ballots for all votes were collected for the election of directors (for, against, and abstention).
    4. Shareholders considered remunerations for the Board and subcommittees. The subcommittees included the Audit Committee and the Corporate Governance Committee.
    5. No surprising agenda. At each AGM, the board does not add any new agenda for consideration other than that identified in the Invitation Letter.
    6. There were no obstacles for shareholders to exchange information regarding their fundamental rights.

As a result of our continuous improvement on meeting arrangements, in 2015, Big C received 5TIA score (excellent level) from the Thai Investors Association.

The shareholders should be informed of the following activities regarding AGM 2016:

Date Activity
9 February 2016 Publicized information about AGM 2016 and annual dividend for the year 2015 via SET online
4 - 7 April 2016 XM, XD (Excluding Meeting, Excluding Dividend)
7 April 2016 Record Date for attending AGM 2016 and for annual dividend *
8 April 2016 Closing Date of the Share Register Book for gathering the Shareholders’ names *
28 April 2016 AGM 2016 (2 p.m.)
23 May 2016 Dividend Payment

Remark: *The dividend is subject to approval from the AGM 2016.

Following principles are set with the objective to ensure the equitable treatment of all shareholders, including minority and foreign shareholders:

A) All Big C in the same class of shares will be treated equally

  1. Each ordinary share carries 1 vote and receives dividend in the same ratio.
  2. Votes may be cast by custodians or nominees in a manner agreed upon with the owner of the shares.
  3. Processes and procedures for general Big C shareholder meetings should be conducted with equitable treatment of all shareholders. Company procedures should not make it unduly difficult or expensive to cast votes and there should be no cross border voting.

B) Big C has a policy against insider trading and abusive self-dealing. Breach of such policy shall be subject to serious consequences management or termination of employment

C) Big C requires the board and executives to disclose their conflict of interest,whether direct or indirect, in accordance with the announcement made by the Board of Directors regarding Guidelines on Report of Director’s and Executive’s Interest.

Examples of our implementation of the principles outlined above:

  1. All shares are equal. All shares of Big C carry the same rights, one share one vote. We contacted institutions acting as custodians for shareholders to encourage Big C’s shareholders to exercise their rights without setting a voting procedure that would be inconvenient or incur unnecessary expenses to them.
  2. Limit financial assistance to related parties. The Company only provided shareholders’ loans to subsidiaries and affiliates on pro-rata of its shareholding, under review and approval of the Audit Committee and the Board of Directors. Financial assistance focuses on Big C’s businesses or investments. The Company made complete disclosure and did not provide other financial assistances.
  3. Multiple Communication Channels. Shareholders have equal access to many communication channels, e.g., via the Company’s website, or SET Disclosure.
  4. Ensuring Equal Treatment of Shareholders in key areas as follow:
    1. Related Party Transactions (RPT). RPT may allow special benefits to related parties, if it was considered unfair or if legal requirements are not followed. The Company has a guideline to ensure that RPT which has influence over Management’s decision is justified and in accordance with laws.

      Internal Control and Procedure for RPT

      Approval requirement.RPT shall follow legal or SET requirements regarding the review of the Audit Committee and approval of the Board or Shareholders (as required).

      Monitoring Process.The external auditor reported RPT to the Audit Committee on a quarterly basis, allowing the Audit Committee an opportunity to monitor whether entering into RPT was fair and in accordance with appropriate pricing policy, comparable to transaction with other parties, without transferring benefit to the related parties. The Audit Committee shall further present its conclusion to the Board of Directors.

      Limit for Management’s Decision.Certain categories of RPTs are under Management’s decision, if requirements on type of transaction are met (normal business or supporting normal business), i.e. aligning general trade terms and conditions with similar conditions made with any third party under the same status (arm’s length basis) without influence of related parties, in accordance with principles approved by the Board of Directors. The Board reviews such principle on a yearly basis, and sets an aggregated amount for Management. If the amount is no longer appropriate, the Management has to advise the Board to consider the transaction or reconsider the amount on a case by case basis. The Board of Directors is held responsible for the review of this framework in order to ensure good governance.

      Ensure complete disclosure.The Company fully disclosed transactions with related parties in accordance with SET regulations and best IOD’s practices (Summary of Related Parties’ Transactions is under the section “General and Other Important Information”).
    2. Insider Trading
      Internal Control and Procedure to Prevent Insider Trading
      • The Company set guideline for use of social media in order to raise awareness of the importance of protecting confidential information.
      • The Code of Conduct guidelines include the prohibition of the use of internal information for personal gain. Each Executive’s employment contains the obligation to keep data confidential. Yearly signing of the same obligation is conducted. Employees are aware that a breach of such obligations may lead to disciplinary actions or termination of employment (for the case of severe act).
      • Blackout periods were notified to Directors, Executives and relevant employees to suspend the trade of Company’s share during a period of 1 month before the financial statements are disclosed.
      • The Board of Directors and Executives added an advance reporting responsibility for the case of acquisition and disposal of the company’s shares (at least 1 day in advance).
      • The Board of Directors and Executives were required to report any changes of the Company's stock trading to the Security Exchange Commission in compliance with Section 59 of the Stock Exchange of Thailand Act (No.3) B.E. 2535 within 3 business days from the date of purchase, sale, transfer, or receipt to the Company Secretary. The Company Secretary shall prepare a summary report for the Board meeting as a standing agenda.

The following principles are set to ensure that Big C recognizes stakeholders’ rights established by law or through mutual agreements. We deem stakeholders as a key driving force for wealth, jobs, and sustainability for Big C.

  • Big C shall identify and respect stakeholders’ rights.
  • Big C shall develop performance-enhancing mechanisms through employee engagement .
  • Big C shall identify channels for stakeholders to access relevant, sufficient and reliable information to increase their participation in the corporate governance process.
  • Stakeholders, including individual employees and their representative bodies, can freely communicate their concerns about illegal or unethical practices to the Company and their rights will not be compromised for this.
  • The corporate governance framework aligns with process regarding insolvency and enforcement of creditors’ rights.

Examples of our implementation of the principles outlined above:

The Company identified stakeholders according to its corporate governance and took the following steps.

  • Employees: The Company treated employees in a fair and just manner and provided appropriate compensation similar to other industries in accordance with employees’ knowledge, performance, skills, and nature of work, with fair and appropriate welfare, such as provident fund, medical allowance and annual health checkup. The Company continuously promotes people’s development and respects human rights, especially in relation to the conditions of employment and policies on employees’ occupational health and safety. (More information is available in Management Structure section titled “Employee Benefits” in the CSR Report.)
  • Business partners: The Company has transparent procedures for bidding, negotiating and selecting suppliers, vendors, and service providers. The Company treats all business partners fairly and equally. Bidding of key items will be considered by a cross-functional committee.
  • Creditors: The Company strictly adhered to fair treatment of creditors, in a responsible and transparent manner, especially regarding collateral, capital management and repayment. The Company will not hide information or facts which will cause damages to creditors. In the case that the Company cannot fulfill contractual obligation, the Company will notify and consult with creditors in order to jointly seek remedies.
  • Customers: The Company cares and is responsible for its customers. We serve customers with good quality products and services. The Call Center receives complaints from customers and communicates with related functions in order to find resolutions. In addition, customers’ safety is one of our priorities.
  • Competitors: The Company conducted its operations within the appropriate framework for fair competition among competitors, and did not utilize any unfair tactics against them. The Company adhered to the principles that support free and fair trade.
  • Community: The Company has implemented its CSR policy and acts as a role model in participating, supporting and facilitating sustainable development, including social and environmental development. We effectively and efficiently use natural resources or equipment by taking into account the environmental impact and energy conservation. We have also organized activities to develop society and environment in various forms and raised awareness of corporate social responsibility by effectively communicating with employees through proper channels. (More information is available in the CSR Report.)
  • Society and Governmental Agencies:The Company maintains good relationships with governmental agencies and provides them with appropriate collaboration. The Company doesn’t infringe upon intellectual property rights. We conducted fraud risk assessment and reviewed fraud risk management policy and procedure, and provided channels for making complaints. We reviewed our investigation procedure and protection of confidentiality and made improvement thereof. The Board and employees were informed of these campaigns through various activities in order to create joint collaboration in anti-fraud endeavor.

In addition, the Company promotes good corporate governance through the following implementations:

  • No infringement of Intellectual Properties Rights. As commitment no. 5, in the revised Code of Conduct, all personnel are required to sign the acknowledgement of responsibility for safeguarding and preserving Big C’s assets and not disclosing confidential information nor using insider information for personal gain, to protect the owner of intellectual properties. For example, the Company uses only authorized computer software. All computer applications have to be approved and installed by Management of Information System (MIS) personnel.
  • Anticorruption. The Company conducted the fraud risk assessment under the good corporate governance framework. (More information is available in the Risk Management section in the CSR Report under the title “Corporate Governance”.)
  • Contact Channels for All Stakeholders. The Company provides channels to lodge complaints on management issues, fraud or misconduct. Investigation and appropriate process of reporting to the Management, the Audit Committee and the Board of Directors are in place. During the investigation process, confidential information and whistleblowers’ identities are protected. (More information is available in the CSR Report.)
  • Material Dispute with Stakeholders. In 2015, the Company did not have any material dispute with any stakeholders.

(More information is available in CSR Report.)

The following principles are set to ensure that timely and accurate disclosure is made on all matters regarding the corporation, including the financial situation, performance, ownership, and governance of the Company.

A) Disclosure of Big C shall include, but not be limited to, information about:

  1. The financial and operating results of the company
  2. Company objectives
  3. Major share ownership and voting rights
  4. Remuneration policy for members of the board and key executives, and information about board members, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board
  5. Related parties’ transactions
  6. Foreseeable risk factors
  7. Issues regarding employees and other stakeholders
  8. Governance structures and policies, in particular, the content of any corporate governance, code or policy and the process by which it is implemented.

B) Information about Big C is prepared and disclosed in accordance with accounting, financial, and non-financial disclosure standards.

C) An annual audit is conducted by an independent and qualified auditor to provide an objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all aspects.

D) Big C ensures that external auditors are accountable to the shareholders and owe a duty to the Company to exercise due professional care in the conduct of the audit.

E) Big C shall have channels for disseminating information that provides users with equal, timely and cost efficient access to relevant information.

F) Big C shall have a guideline that addresses and promotes the provision of advice by analysts, brokers, rating agencies and other relevant parties to investors, by providing their contact details on the Company's investor relations website. This allows investors to easily establish their direct contacts with relevant parties. Big C, however, does not provide investors with individual analysts’ reports in order to avoid appearing to be endorsing their opinions.

Examples of our implementation or the principles outlined above:

In implementing the above principles, the Company places importance on accurate, complete and timely disclosure of both financial and non-financial data, such as the Company’s profile, financial statements, operations updates, shareholding, corporate governance, and corporate social responsibility updates, etc. This is in line with the principle of good corporate governance. The Company provided stakeholders with many convenient channels for disclosure.

  1. Disclosure Channels include
    1. Website of the Stock Exchange of Thailand (www.set.or.th)
    2. Company’s website (www.bigc.co.th), which is available both in Thai and English. Information therein has been regularly updated.
    3. Annual Report (Form 56-2)
    4. Annual Registration Statement (Form 56-1), with complete information per disclosure requirement. The Company prepared Form 56-1 for the year 2015 both in Thai and English.
  2. Audit of Financial Statements. The Company hires independent and qualified external auditors, whoconduct their audit work with diligence and care, especially regarding the responsibility for shareholders. They met the Management on important issues in order to ensure that information available to them is corresponding to both the actual practice and the Management’s understanding. For example, they have joined hands with the Management to look into possible fraud incidents. This is to assure the Board of Directors and shareholders that the Company’s financial statements present accurate financial status of the Company on all aspects. (More information is available in the Report prepared by the Audit Committee for the Shareholders.)
  3. Relationship with Investors
    The Company has set up a department dedicated to investor relations, which is tasked with facilitating, coordinating and disclosing information to investors. This includes presenting operational results and holding analysts’ meetings, hosting company visits, and meeting investors both in Thailand and abroad. The Company also provides financial information and other useful information on the Company’s website (www.bigc.co.th), under the investor relations page, which is an effective and free means to access information. Interested persons can subscribe to the email news function that alerts subscribers when Big C has made SET Disclosures, via the Company’s website at www.bigc.co.th > investor relations > information request > email news service.

Corporate Governance of Investor Relations. Our practice of Investor Relations adopted IR – Code of Conduct of the Stock Exchange of Thailand as its principle, to ensure that shareholders are treated equally and prevent insider trading.

Shareholders or interested persons can contact the Company through following channels:

Contact person for Stakeholders in General Contact person for Media
Ms. Rumpa Kumhomreun
VP – Accounting and Finance
Telephone: 02 655 0666, extension 4062
Email : kurumpa@bigc.co.th
Mr. Kudatara Nagaviroj
Director of Corporate Affairs
Telephone: 091-997-4456
Email : Nakudatara@bigc.co.th
Contact person for Investors Customer Call Center
Mr. Rami Piirainen
CFA, Director of Investor Relations
Telephone: 02 655 0666, extension 7416
Email : pirami@bigc.co.th
Telephone 1756
Our Call Center also provides effective service in terms of responding to any inquiries or complaints from customers, suppliers, employees, and any interested persons. The complaint reporting process is monitored by the Management on a regular basis, in order to ensure ethical conduct and customer satisfaction.

Category of Information for Stakeholders

Periodic Report

For example, Quarterly Financial Results and MD&A have been disclosed on the SET website instantaneously.

Non Periodic Report

We follow disclosure guidelines and ensure that our shareholders and members of the public have received equal access to information. In 2015, we reported 13 items of non-periodic reports on the SET website

Presentation to Investors

The Company holds quarterly presentations for investors to give them an opportunity to learn more about the Company’s business and ask related questions. In these presentations joined by high-ranking Company Executives, the Company announces its quarterly performance and operational developments. The presentation slides are uploaded onto Company’s website.

Shareholders’ Meeting

Every year, an Annual General Meeting of Shareholders is organized to give shareholders an opportunity to obtain relevant information, offer opinions, ask questions, and vote on important matters. We encouraged the shareholders to share their opinion in accordance with good corporate governance principles.

Company Visits

The Company offers an opportunity for institutional investors and analysts to request a meeting with the Company’s Management to learn about the Company, its performance, and trends. In 2015, we hosted 86 visits by investors and analysts.

International Road Shows and Conferences

The Company conducts road shows and participates in conferences held overseas to meet with foreign institutional investors who are interested to learn more about the Company. In 2015, the Company conducted 5 road shows in Hong Kong, Singapore and Paris. The Company also participated in 2 conferences held in London and New York.

Local Road Shows and Conferences

The Company chooses to attend a number of conferences to meet with institutional investors one-on-one or in small group meetings. In 2015, the Company attended 3 conferences held in Bangkok.

Conference Calls

The Company makes conference calls with foreign institutional investors and analysts to give them a chance to learn more about the Company and its business. In 2015, we conducted 20 conference calls with institutional investors and analysts.

Summary of Information Disclosure through Various Channels in 2015

Channel Volume (Time / Subject)
Direct
- Presentations to Investors 4
- Company Visits 86
- Road Shows and Conferences 7
- Conference Calls 20
- Shareholders’ Meeting 1
Indirect
- Company’s website www.bigc.co.th 57
- SET website 25

Measuring Investor Relations
The Company sets certain KPI targets to measure investor relations activities during the year. These targets include reaching out to international institutional investors through international road shows as well as local investors through local conferences, improving corporate access by actively staying in touch with analysts covering the Company and facilitating meetings between Senior Executives and investors or analysts when possible. In 2015, we met and exceeded all these targets as we executed our road shows, attended three local conferences, and increased the number of meetings in which our Senior Executives, including the CEO, participated.

The following principles are set to ensure that the Board effectively carries out its task of overseeing the Company’s strategic guidance and the Management’s conducts, and that the Board is accountable for the Company and its shareholders.

A) Big C’s Board Members shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and its shareholders.

B) Big C’s Board Members shall treat all shareholders fairly.

C) Big C’s Board Members shall apply high ethical standards, with the interests of the stakeholders being prioritized.

D) Big C’s Board Members supervises the Management in fulfilling certain key functions, including:

  1. Reviewing and guiding corporate strategies, major action plans the risk policy, annual budgets and business plans; setting performance objectives; monitoring corporate performance; and overseeing major capital expenditures, acquisitions and divestitures.
  2. Monitoring the effectiveness of the Company’s governance practices and making changes if necessary.
  3. Selecting, compensating, monitoring and, when necessary, replacing key Executives and overseeing succession planning.
  4. Aligning key Executives’ remuneration with the longer term interests of the company and its shareholders.
  5. Ensuring a formal and transparent board nomination and election process.
  6. Monitoring and managing potential conflicts of interest of the Management, Board Members and Shareholders, including the misuse of corporate assets and irregularities in related parties’ transactions.
  7. Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, the systems for risk management, financial and operational control, and compliance with the law and relevant standards.
  8. Overseeing the process of disclosure and communications.

E) Big C’s Board of Directors is able to exercise objective independent judgment on corporate affairs.

  1. The Board should consider assigning tasks where there is a potential conflict of interests to a sufficient number of non-executive board members capable of exercising independent judgment. Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related parties’ transactions, nomination of board members and board remunerations.
  2. When committees of the board are established, their mandates, composition and working procedures should be well defined and disclosed by the Board.
  3. Board Members should be able to commit themselves to their responsibilities.

F) Big C’s Board of Directors has access to accurate, relevant and up to date information.

Examples of our implementation of the principles outlined above:

  1. Principles for a Director’s Performance Directors perform their duties based upon the following principles:
    • Principles of good faith, due care, and for the best interest of the Company and its shareholders, through careful review of agenda and proposal that the Company distributes 7 days prior to the meeting.
    • Principle of fair and equitable treatment of shareholders
    • Principle of good governance, taking into consideration of stakeholders’ interest, as appears on the policy statement on the Company’s Corporate Governance which we use as a guideline.
    • No member of the Board or Executive was an employee or partner of the Company’s audit firm.
  2. Structure of the Board
    Apart from the Board of Directors and the Executive Committee, the Board has established 4 subcommittees, i.e., the Audit Committee, the Corporate Governance Committee, the Risk Management Committee, and the Corporate Social Responsibilities Committee. (Details are available in the “Management Structure” section.) Subcommittees prepared performance reports according to their Charters, which clearly identify the assigned responsibilities. The Board will discuss upon comments or recommendations proposed by the subcommittees.
  3. Nomination of Directors and Top Management

    Nomination of Directors

    The Corporate Governance Committee, acting in accordance with its Charter, shall make recommendations on criteria and qualifications of directors and a preliminary review of the candidates nominated for directorship.

    Source of Information

    The Company provides an opportunity to directors, the Management or consultant to propose any qualified persons, in addition to a search from the SEC’s Director Pool database, and from the list of experts in various professions.

    In addition, the Company provides them with an opportunity to propose candidates for a period of 3 months (September to December) before it holds the Board meeting to consider qualifications of the candidates and then proposes the list to the shareholders for their consideration and votes for the Company’s directors. In 2015, there was no candidate from the minority shareholders.

    Procedure for Selecting Candidates

    The Company focuses on the diversity of our human resources, such as the diversity in their professions, expertise and genders, aiming at holistic balance of the Board’s structure and effectiveness of the Board’s performance.

    As part of the nomination process, the Company prepared a skill matrix of the Board and subcommittees for their identification of the necessary skills that are currently missing. All of the 15 board members specialize in various areas, such as accounting, finance, law, corporate governance, supply chain, online business and so on. It should be noted that there are 7 non-executive directors, both male and female, who have expertise in retail business and real estate which are the core businesses of the Company.

    Procedure for the Appointment of Directors

    Routine re-election of the same director as part of the rotation.
    Re-elections take place at annual general shareholders meetings, i.e.

    1. One share equals one vote
    2. Casting vote for one nomination at a time
    3. The appointment of each director requires the majority votes of shareholders who attend the meeting and cast their votes.

    Appointment of a new director for an interim position

    The Board will consider and appoint a qualified person who does not have untrustworthy characteristics in accordance with the SEC regulations at the next board meeting, unless the interim position is valid for less than 2 months. The replacing director shall take the remaining term of the replaced director. In this regard, the appointment of interim directors shall be made by no less than three quarters of the remaining directors.

    Nomination of Top Management

    A candidate shall be qualified and suitable for the Company, taking into account his/her knowledge, competence, expertise and experiences that are beneficial to the Company’s operations, including a good understanding of the Company’s business with characteristics specified by the SEC and SET regulations.

  4. Arranging a board meeting without Executive Directors (Non-Executive Directors meeting) to discuss key management issues.
  5. Overseeing business performance on a regular basis
  6. Written Policy and Principles of Corporate Governance, Code of Conduct, with an annual review On the Corporate Governance Policy Statement: As a leading Retail Operator in Thailand, our good governance approach shall encompass the following elements:
    • accountability
    • transparency
    • responsibility
    • equality
    • community support
    • ethics

    Principles of Corporate Governance: The Board of Directors has approved the principles in 5 categories in line with the international practice, as shown in each category outlined below

    Code of Conduct: On 12 February 2015, the Board of Directors approved the review of the Code of Conduct and approved 11 commitments as the new Code of Conduct as follows:

    Commitment No. 1: Integrity and Transparency Commitment No. 7: Prevention of Insider Trading
    Commitment No. 2: Compliance with Relevant Laws and Regulations Commitment No. 8: Fair Competition
    Commitment No. 3: Anti-Fraud and Anti-Corruption Commitment No. 9: Political Neutrality
    Commitment No. 4: Conflict of Interest Management Commitment No. 10: Being a responsible Company (CSR)
    Commitment No. 5: Preservation of Big C’s Assets Commitment No. 11: Media or Public Disclosure
    Commitment No. 6: Personal and Business Information Protection

    All board members, executives and associates signed the pledge as a commitment to adhere to the Code of Conduct. A breach of the Code of Conduct may lead to a disciplinary action, from giving notices to the termination of employment (in case of severe acts).

    The company puts a continuous effort in raising awareness among all stakeholders of the importance of good corporate governance, so we can create and maintain our good corporate culture and value. Awareness activities in 2015 include:

    • Communication of the Code of Conduct Guidebook throughout the company: The Guidebook includes practical Dos and Don’ts.
    • Every associate was trained on the Code of Conduct, either face-to-face or via e-learning program on the Big C Academy’s online platform. The assessment includes the awareness of fraud and corruption.
    • Other communication channels include posters, desktop wallpapers, newsletters, etc.
  7. Setting Vision, Mission and Objectives: The review of vision, mission, priorities, core values and CSR policy is on a yearly basis. (Details are under the topic “Vision and Mission”.)
  8. Report on Conflict of Interest:
    • The first report should be made within 15 days from the date of appointment as Director or Executive
    • The report on data change should be made within 30 days from the date of the change.
    • Submit an annual report on a yearly basis; even in the case of no data change.
    • Directors and Executives’ report on conflict of interest is a standing agenda of the Board Meeting. Conflict of Interest includes holding of the Company’s shares and other conflicts due to the interest derived from one’s family member’s business relations with the Company
    • At the Board Meeting, a director with conflict of interest shall report to the Chairman of the Meeting and preclude him/herself from attending and voting for the agenda he/she has a conflict of interest.
    • The Company requires all business partners to declare their conflict of interest regarding their relationship with the Company, Directors or Executives of the Company
  9. Establishment of Internal Control System: to ensure that the Company’s operations are in compliance with laws and regulations, with effective monitoring system A timely warning should be provided in case of noncompliance, and at the same time operational flexibility should be retained. The Board assigned the Audit Committee to assess the effectiveness and efficiency of the internal control system and report its findings to the Board for further review.
  10. Establishment of Risk Management Policy and Framework: as well as regular monitoring of the effectiveness of the Company’s risk management. The Board assigned the Risk Management Committee (RMC) with an annual company-wide risk assessment that covers operations, finance, strategy, legal compliance and risk from fraud and corruption. The RMC reports the Board on its monitoring results for further review.
  11. Limit of directorship in other listed companies: Each director will limit his/her directorship in other Thai listed companies at the maximum of 3, in order to provide adequate time for the Company.
  12. Directorship Policy for top management: The Board allows the top Management to sit in the Board of other companies. This is provided that Big C has investment therein, the directorship is of benefit to the company and the additional directorship does not impair his current responsibilities.
  13. Development of Director’s Capability

    Induction Program for New directors

    New directors, either Thai or of foreign nationals, must undergo the Company’s orientation program. The orientation package includes minutes of board and shareholders’ meeting in the previous year so the new directors will be aware of important decisions made in the previous year, Code of Conduct, Company’s organization, business overview, information about each director’s legal responsibilities under the SEC Act and Public Companies Act, including specific legal requirements for the Company’s business. The package also includes directors’ manual published by the SET. Directors can use this document for self-review or reference.

    In 2015, the company had 2 directors replaced; Mr. Sun Vithespongse and Miss Suvabha Charoenying. The company conducted an induction program in order to provide information to the new directors who do not have specific knowledge in retail business.

    Support for the Development of Directors and Executives

    The Company encourages directors, Executives, and the Company’s secretaries to attend seminars or undergo training in related topics on a regular basis, especially training organized by the IOD. This is to ensure that related parties understand their roles and responsibilities and can apply their knowledge into practice. All members of the Management passed the DAP Training class Big C /2015.

    Director trainings in 2015:

    Director Position Course
    1. Mr.Vachara Tuntariyanond Independent Director CGI class 6/2015
    2. Mr. Kijja Pattamasattayasonthi Independent Director CG in Substance: Corporate Culture and Governance Principles
    3. Mr. Robert James Cissell Executive Director DAP Class Big C / 2015
    4. Ms. Rumpa Kumhomreun Executive Director DAP Class Big C / 2015
    5. Mr. Stephen Joseph Executive Director DAP Class Big C / 2015 Re-Energizing Growth Through Better Governance
  14. Internal Audit and Compliance Units – Gate Keepers
    The Company established an internal audit function, with Miss Nantavadee Suntibunyut as head of Internal Audit, to ensure that the Company complies with regulations and to provide relevant knowledge to employees. The Human Resources Division has a dedicated unit to monitor compliance with working regulations. The Governance, Risk Management and Compliance unit is responsible for the Company and the Board’s compliance with the SET/SEC regulations and monitoring corporate risk, with Mrs. Phatchada Muenthong as the head of the unit.
  15. Succession Plan
    The Company has succession plans in place for key positions to ensure continuity of the Business and achievement of the Company’s objectives.
  16. Performance evaluation of the Board and Four Subcommittees, i.e., the Audit Committee, the Corporate Governance Committee, the Risk Management Committee and the Corporate Social Responsibilities Committee conduct self-assessment every year. The evaluation form is based upon the SET’s recommended form, which was adjusted to suit the Company’s operations and align with their duties under the Charter. The evaluation form covers four areas; (1) structure and composition (2) meetings (3) roles and responsibilities (4) self-development. The objective of the evaluation is to review their performance, and address obstacles. The evaluation results are reported to the Board. In summary, the Board and all of the subcommittees are satisfied with their performance and each subcommittee effectively performed their duties and contributed to the Company’s success and stakeholders’ benefits as planned. (More information is in the report provided each subcommittee.)

Room for Improvement

The Corporate Governance Committee has reviewed the gap analysis report against the Principles of Good Corporate Governance 2012 for Listed Companies of the SET and the principles used for the survey under the CGR by the Thai Institute of Directors Association, and prepared the CG Road Map 2014-2015 for the Board of Directors’ approval.

In 2015, the company has implemented various good governance activities leading to higher CGR scores. Our average scores in the 5 categories have increased to the “Excellent” level, higher than that in 2014 and our target (which is an average score of SET 100 Index). However, some principles that the Company failed to comply with are as follows:

  1. Size of the Board: According to the recommended principle, a board should comprise qualified members with expertise and experiences that are sufficient for effective management. The recommended number of members is between 5-12, depending upon size, type and complexity of the company.
    The Company’s Board of Directors comprises 15 members. An election of directors is organized following the resolutions of a shareholders’ meeting, in accordance with the law, the Company’s Article of Association, the SEC requirements, and suitable for the Company’s business.
  2. Training for Directors: According to the recommended principle, the Company should provide professional training for its directors. The recommended number of directors undergoing the IOD training is no less than 75% of the total board members. Currently, directors who passed the IOD training account for 7 out of 15 or 47%. However, in 2015, the company conducted the DAP class Big C /2015. Three directors attended this class, together with all VPs and relevant functions. This is to promote directors and Executives’ awareness of their own responsibilities for the Company.