Good Corporate Governance Policy

Our board of directors, governing bodies and executive management considered that systematic management principles and good corporate governance are the most important factors for success. Therefore, the principles is to be used as guidelines for implementing a quality management system focus on transparency and information disclosure in order to improve operational performance, create a competitive advantage, add value for business owner, and maximize benefit all stakeholders equally and fairly.


This corporate governance policy has been agreed and approved in writing by the board of directors at board meeting 13/2008 on October 27, 2008. The company also provided individual self-assessment for the board of directors and the subcommittee members as well as provided performance appraisal for the executive management and managing directors.

In addition, a detail of implementing the good corporate governance arranged according to the good corporate governance for all companies and businesses registered of the Stock Exchange of Thailand and the continuous improvement have been applied to comply with the good corporate governance. The structure of corporate governance is divided into five sections as following.

a quality management system focus on transparency and information disclosure in order to improve operational performance

Section 1 Shareholder Right

The fundamental rights of shareholders including the right to trade and transfer the company’s shares, the right to have access to adequate business information, the right to share of the profits of a business, the right to be treated fairly in shares buy back by the company, the right to elect and remove directors, the right to consider on remuneration of directors in all forms, the right to approve the appointment of independent auditor annually, and the right to attend and vote at a shareholder meeting in order to make decision on significant issues that may affect the company such as dividend allocation, amendment to the memorandum and/or articles, reduction or increase of capital, approve the special items, and so on, which are typically defined by state law.

The Company has policy to support and promote shareholders to use their right as follow;
  1. Give date, time, place, meeting agenda and other related data to shareholders in advance, so they have time to study. Company will send letter of shareholders’ meeting together with related documents to shareholders for at least seven days or fourteen days in advance before meeting takes place. Company also publishes this on newspaper for at least continuously three days in advance. Moreover, it posts information on company’s website, so shareholders and investor can reach and understand.
  2. Send proxy together with letter of meeting to support voting right in case shareholders are not available to be at the meeting by themselves.
  3. Give shareholders a chance to propose agenda, show opinions and questions in ahead of the meeting
  4. Give shareholders a chance to show opinions and questions on the meeting date
  5. Require at least half of board of directors to attend shareholders’ meeting, so they can answer questions raised by shareholders. At least one audit committee is required to attend the meeting too.
  6. Require chairman of the meeting to explain on voting procedure in which shareholders who have conflict of interest will not have no voting right on that subject.
  7. Prepare meeting report with full information involved including questions from shareholders and answers from directors
  8. Publish meeting report via electronic media of Stock Exchange of Thailand and company’s website, so shareholders can check without having official report on hands.

In 2014, the Company held general shareholders' meeting for the year 2014 dated April 9, 2014, 2nd floor, Chaopraya Ballroom, Chaopraya Park Hotel, No. 247 Ratchadapisek Road, Dindang, Bangkok 10320. There were every director of committee, Director, Executive, Secretary of every committee and secretary of company Auditor representative of financial advisor and representative of Lawyer participate total 33 directors and management executives participating to explain meeting agenda and answer questions from shareholders. The Company assigned Thailand Securities Depository as registrar to send letter of shareholders meeting and related documents to shareholders for at least 21 days in advance before meeting takes place. The Company also published letter of shareholders meeting and related documents via company's website, www.gunkul.com, for at least 23 days in advance, so shareholders can reach related information regarding shareholders' meeting as convenient and as quick as possible.

For registering and voting, the Company uses barcode system and provides revenue stamp for shareholders to send proxy to company with aim to make it fast and convenient to shareholders. In the meeting, the Company explains voting criteria before meeting starts and gives shareholders opportunity to express their opinions and raise questions. In addition, the Company also welcomes questions from shareholders sent in ahead of the shareholders meeting for the year 2013 during October 29, 2011 to January 2013, However, there were no questions raised.