Statements of Corporate Governance Principles
Introduction
The Board of Directors of KASIKORN ASSET MANAGEMENT CO., LTD. (" The Board of Directors") recognizes the public's trust and faith in the company as major keys to success for an asset management business. The Board of Directors truly believes that good corporate governance will help sustain and enhance the company's operations, which is a means of achieving success and our ultimate goal, that is, maximization of customer satisfaction and value to shareholders. This can be achieved through strict adherence to independent asset management policies, with top priority given to investors' benefits, superior to benefits of the company, employees or shareholders. Being placed at the forefront are effective measures to prevent conflict of interest, and in the meantime, assure transparency, in compliance with the Statement of Corporate Governance Principles, which will eventually lead to attainment of desirable goals as aforesaid. At the same time, the company will ensure that it pursues viable business conducts and activities, with integrity and in compliance with applicable laws.
As a leading asset management company in Thailand, the Board of Directors duly recognizes the 'best practices' in corporate governance, consisting of the following major components:
- Utmost Responsibility to Customers' benefit
- Integrity
- Transparency
- Independence
- Responsibility
- Accountability
- Fairness
- Social Responsibility
Our Statement of the Corporate Governance Principles reflects the core internal values, operational guidelines and direction of the company, as formulated and approved by the Board of Directors. The company has instilled the Statement of Business Conduct upon the management and employees at all levels, and urges them to strictly adhere to the importance of self-compliance. The company also plays a supporting role, which is an important mechanism, in promoting good corporate governance among listed companies and asset management companies, as an appointed fund representative that exercises proxy voting to protect the maximum benefit of the assets.
The Board of Directors
The Board of Directers is responsible for all shareholders of the company. Each director, representing the sharehplders, take part in exercising corporate governance principles with independence and neutrality for the benefit if the assets, investors - who are the company's clients, as well as shareholder and other stakeholder. The Board of Directors plays an important role in overseeing the company's management to ensure that the company's executives always strive for performance excellence, paying due care to any possible risk factors.
Roles and Responsibilities of the Board of Directors:
- a) Consider and discuss various strategies proposed by the management, and approve important issues pertaining to company's policy direction.
- b) Review and approve the annual business plan, budget, capital expenses, and operational objectives proposed by the management.
- c) Supervise and review the balance between the company's short-term and long-term objectives.
- d) Recruit and appoint a successor to managing director, and assess the managing director's performance. Ensure that the company has an effective process to assess management's performance.
- e) Monitor the company's operations and ensure that the company's objectives are met, consistent with policies, regulations, laws and related regulations.
- f) Monitor the risk management framework, including internal controls.
- g) Approve new initiatives introduced by the company.
- h) Communicate with the company's stakeholders and the general public.
The Board of Directors shall comprise at least three directors. The company's director does not necessarily have to be a shareholder of the company.
The Directors shall have a broad range of knowledge, skills and experience to bring independent judgment and effective leadership in the discussion for the appointment of the director.
Each Director will be given information of the company and explanation of legal bindings, rules and related regulations. All Directors will be given advice and provided with the assistance of the Board of Directors' Secretary, who ensures that the Board of Directors operates in accordance with related rules.
The responsibilities of the Board of Directors and the management are clearly defined. The Board of Directors shall not interfere with the management's performance of their work, or in their implementation of the Board of Directors' policies. The Board of Directors plays an important role in ensuring that policies and procedures are implemented effectively to fulfill the responsibilities entrusted to them by the stakeholders.
Relations between the Board of Directors and the management are based on mutual trust. The managing director is accountable to the Board of Directors for daily operations, i.e., administrative planning, decision making and execution, while the Board of Directors provides advice to the managing director on operational planning, business strategies, as well as supervises management's operations and performance. The management is responsible for the company's day-to-day operations, while the Board of Directors ensures that management's operations adhere to the principles of maximized benefits to the company and stakeholders to enhance the market value of the company.
Roles of the Board of Directors also include:
- a) Meet at least once in every three months and more often, if necessary, to complete assigned duties. The Board of Directors must mutually agree on the meeting's agenda prepared each year to ensure that important roles of the Board are indicated in the agenda.
- b) Assess the company's strategies regularly.
- c) Acknowledge the company's assessed performance, especially every issue confronting each business unit within the company. Other information can be used to perform this assigned task.
The Board of Directors will receive appropriate information prior to the Board's meeting. This will enable Directors to perform their tasks effectively, regarding supervision of financial strategies, operations, rules and regulations and other issues related to corporate governance. Additional information will be given upon request.
The Board of Directors' performance will be assessed on a collective basis.
The Board Committees
The Board of Directors may appoint Board Committees to assume responsibilities as assigned by the Board.
The Board Committees are appointed to consider issues, subject for review by the Board of Directors, but may not be addressable during Board of Directors meetings.
The extent of the Board Committees' roles approved by the Board of Directors is summarized as follows:
Each Board Committee is required to submit minutes of meetings to the Board of Directors for acknowledgement, enabling the Board to gain additional information or opinions on the issues under discussion by each Board Committee.
Risk Management and Internal Control
The Board of Directors and the company's management uphold that risk management and internal controls must be integrated as part of the organization's basic values. These values are communicated to the employees through policies and regulations contained in the Internal Control Manual. The management's reports must be recorded regularly where risk and business control measures must be indicated, based on the procedures laid out by the Compliance Office, which is directly accountable to the Board of Directors. Other control regulations are those pertaining to conflict of interest prevention, the company and employees' investment regulations, division of work, account auditing and asset valuation and assessment as well as sound budget allocation procedure. These measures, which must be reported to the Board of Directors regularly, are related to the following:
- a) The overall strategic plan.
- b) Business plan.
- c) Operational results of major operating units.
- d) Deviation of operations from the set budget, plus that in year-on-year operations and information on other operations.
Code of Conduct
The Board of Directors has approved the Code of Conduct that adheres to business laws and ethics. All employees are required to comply with the Code of Conduct and ethical standards with respect to customers, staff and corporate governance, with integrity and impartiality. The Code of Conduct is part of the company's regulations that include policies and operational standards in compliance with rules and regulations.
Inside Information
The Board of Directors has approved a policy regarding restrictions on trade in assets that are issued by the company and other organizations to prevent the company's employees from using inside information that may affect the price of assets. This policy sets forth an asset trading period and the management's requirement to report trading in assets as part of corporate governance.
Conflict of interest
Conflict of interest, issues related to conflict of interest, related transactions, and persons related to conflict of interest, if found, will be disclosed immediately by the Board of Directors. No member of the Board of Directors shall be involved with decisions on activities that they have an interest in. In general, the Board of Directors will carry out their duties to maximize the company's benefit.
Relations with Shareholders
The Board of Directors recognizes the importance of communications with shareholders. The company sends its annual report, financial statements and documents containing the company's operating performance to shareholders each year, through the Annual General Meeting forum. This includes dissemination of information via the company's website, www.kasikornasset.com, available for investors, other stakeholders and the general public.